A new private limited company in India has three hard deadlines in its first six months: hold the first board meeting within 30 days of incorporation, appoint the first auditor within 30 days, and file Form INC-20A within 180 days, without which it cannot legally start business or borrow. After that, compliance settles into a yearly rhythm of an AGM, ROC filings (AOC-4 and MGT-7 or MGT-7A), an income tax return, quarterly TDS statements and advance tax, with GST, PF and ESI added as you cross their thresholds.
The SPICe+ incorporation form issues your company's PAN and TAN along with the certificate of incorporation, so it feels as if the paperwork is done. It is not. The certificate starts several clocks, and companies that pay late fees are rarely careless. They simply did not know which clocks were running.
What must a new company do in the first 30 days?
Open the bank account and collect the share capital
Open a current account in the company's name using the incorporation certificate, PAN, MOA and AOA. Then make sure every subscriber actually transfers the amount for the shares they agreed to take. This money matters because the next big filing depends on it, and a bank statement showing the share money is the evidence.
Hold the first board meeting
Section 173 of the Companies Act, 2013 requires the first board meeting within 30 days of incorporation. A typical agenda: note the certificate of incorporation, adopt the common seal if you use one, approve the bank account, appoint the first auditor, issue share certificates to subscribers and fix the financial year. Keep proper minutes. Founders treat minutes as optional until an investor's due diligence team asks for them.
Appoint the first auditor
Under section 139(6), the board must appoint the first statutory auditor within 30 days of registration. If it fails to, the members must appoint one at an extraordinary general meeting within 90 days. The first auditor holds office until the first AGM, where the members appoint an auditor for a five-year term and the company files Form ADT-1 with the ROC. Take the auditor's written consent and eligibility certificate first.
Set up statutory registers
Start the register of members, register of directors and KMP, register of charges and the minutes books now. Building them on day 30 takes an afternoon; reconstructing them in year three takes weeks.
What needs to be done by day 90 and day 180?
File INC-20A for commencement of business
Section 10A says a company with share capital cannot commence business or exercise borrowing powers until its directors file a declaration in Form INC-20A confirming that subscribers have paid for their shares. The deadline is 180 days from incorporation, but there is no reason to wait that long. Invoicing a customer before INC-20A is on record is a common slip, and the penalties fall on the company and on its officers.
Decide on GST registration
GST registration is compulsory once aggregate turnover crosses Rs 40 lakh for suppliers of goods or Rs 20 lakh for suppliers of services in most states, with lower limits in special category states (as of FY 2026-27). Section 24 of the CGST Act overrides those limits in some cases: an inter-state supplier of goods, or anyone selling goods through an e-commerce operator, must register regardless of turnover.
Voluntary registration makes sense when your customers are GST-registered businesses who want input tax credit, or when you are paying GST on large setup costs such as equipment or fit-outs and want to claim it back. It makes less sense when you sell mainly to consumers, because you start charging GST and filing returns from the day you register. If the difference between GST and your income tax obligations still feels blurry, our piece on direct vs indirect tax in India explains how the two sit side by side.
Register as an employer before the first salary
Hiring triggers its own set of registrations:
- Professional Tax: a state levy. In states that charge it, the company enrols in its own right and registers as an employer to deduct PT from salaries. Slabs and due dates vary by state, so check your state's rules.
- Shops and Establishments: most states require an office or establishment to register under their Shops and Establishments law within a short window of opening. Again, the details are state-specific.
- PF: EPF registration is required once you employ 20 or more people, and you may register voluntarily earlier.
- ESI: applies once you have 10 or more employees, for employees earning up to Rs 21,000 a month (as of FY 2026-27). With the Code on Social Security in force from 21 November 2025, ESI coverage no longer depends on your area being specifically notified.
Once salaries start, the company also deducts TDS on salary and on payments such as rent and professional fees. Getting this right from the first month beats fixing six months of under-deducted TDS later, which is why many founders hand it to a payroll partner early.
What does the annual compliance cycle look like?
The AGM drives the ROC side of the year; the tax year drives the income tax side.
ROC filings
The first AGM must be held within nine months of the close of the company's first financial year, and later AGMs within six months of each year end. After the AGM, file financial statements in AOC-4 within 30 days and the annual return within 60 days, using MGT-7A if you are a small company or one person company and MGT-7 otherwise. From 1 December 2025, a private company counts as small if its paid-up capital is up to Rs 10 crore and turnover up to Rs 100 crore, which covers most startups.
Small companies also get a lighter board meeting rule: at least one meeting in each half of the calendar year with a gap of 90 days or more, instead of four meetings a year.
Directors' KYC has eased too. From 31 March 2026, DIR-3 KYC is filed once every three financial years by 30 June, though any change in a director's phone, email or address must be updated within 30 days.
Income tax filings
- Return of income: companies file by 31 October of the year after the tax year end (the CBDT sometimes extends this).
- Tax audit: required under section 63 of the Income-tax Act, 2025 if business turnover exceeds Rs 1 crore, or Rs 10 crore where cash receipts and cash payments each stay within 5% of the total. The audit report is due a month before the return.
- Advance tax: payable in four instalments (15 June, 15 September, 15 December and 15 March) once the year's tax after TDS is Rs 10,000 or more.
- TDS: deposit monthly and file quarterly statements by 31 July, 31 October, 31 January and 31 May.
Good taxation support in year one is mostly about keeping TDS, advance tax and GST credits clean before the return is prepared.
How does the Income-tax Act, 2025 change things for a new company?
The Income-tax Act, 2025 replaced the 1961 Act from 1 April 2026. The policy is largely the same; the vocabulary and the forms are not. "Previous year" and "assessment year" are gone, replaced by a single "tax year", so tax year 2026-27 runs from April 2026 to March 2027. Familiar provisions have new numbers: the tax audit sits in section 63 and is reported in Form 26, return filing is under section 263, and advance tax under section 408. Quarterly TDS statements moved from Forms 24Q and 26Q to Forms 138 and 140.
One wrinkle: a company incorporated in 2025-26 files its first return under the old Act and its second under the new one, so expect the two to look different.
What extra compliance applies if you have foreign shareholders?
If a non-resident subscribes to your shares, FEMA reporting comes into play. The main filing is Form FC-GPR, due on the RBI's FIRMS portal within 30 days of allotting shares to the foreign investor. Every company with foreign investment outstanding at 31 March also files the annual FLA return by 15 July. Pricing has to follow the FEMA valuation rules, so get the valuation done before money moves, not after. Contrarian handles FDI advisory and RBI approvals, and the cleanest FDI cases are usually the ones where the adviser is involved before the term sheet is signed.
A first-year compliance calendar
This assumes a 31 March year end. Adjust for your own incorporation date.
| When | What | Law or portal |
|---|---|---|
| Within 30 days of incorporation | First board meeting; appoint first auditor | Companies Act, s.173 and s.139(6) |
| Within 30 days of incorporation | Open bank account, collect share money, start statutory registers | Companies Act |
| Within 180 days of incorporation | File INC-20A (commencement of business) | MCA, s.10A |
| On crossing threshold or before first inter-state goods sale | GST registration | CGST Act, s.22 and s.24 |
| Before first salary | Professional Tax, Shops and Establishments, PF/ESI if applicable | State laws, EPFO, ESIC |
| Monthly | TDS deposit; GST returns if registered | Income-tax Act, 2025; GST portal |
| Quarterly | TDS statements (Forms 138 and 140) | Income-tax Act, 2025 |
| 15 Jun, 15 Sep, 15 Dec, 15 Mar | Advance tax instalments, if liable | Income-tax Act, 2025, s.408 |
| Within 9 months of first year end | First AGM | Companies Act, s.96 |
| Within 30 and 60 days of AGM | AOC-4; MGT-7 or MGT-7A | MCA |
| By 31 October | Income tax return (tax audit report a month earlier, if applicable) | Income-tax Act, 2025, s.263 and s.63 |
| Within 30 days of allotment to a non-resident | FC-GPR | RBI FIRMS portal |
How Contrarian helps new companies stay compliant
At Contrarian, we usually start with a single conversation about your shareholding, hiring plans and how you sell, then build a compliance calendar that covers the ROC, income tax, GST, payroll and, where relevant, FEMA filings in one place. Our team of Chartered Accountants and lawyers handles the filings themselves through our compliance practice, and many young companies pair that with outsourced accounting on Tally, QuickBooks, Zoho Books and Xero, so the books that feed every return are kept current through the year.
Rules and thresholds change, and the right answer depends on your company's facts, so treat this guide as a starting map and check specifics with an advisor before you act. If you would like Contrarian to look at where your company stands, book a free consultation or call us on +91 99168 60307. We work with founders across India from our Bengaluru office and reply within one business day.
