New Pvt Ltd: Your First 90 Days of Compliance

Short answer: A new company's board must appoint its first auditor within 30 days of registration — and it is only one of several dated clocks that start at incorporation (Companies Act, 2013, s. 139(6)). Below: what to file, by which date, with what evidence.

Six moves run in sequence: pack day-zero evidence, run the 30-day board-office-auditor sprint, prove subscription money with bank evidence, issue certificates with registers, activate tax triggers, then review at day 90 with the INC-20A deadline diarised.

Day zero evidence pack

Before celebrating the certificate, assemble the pack every later filing references: certificate of incorporation, memorandum and articles as filed, subscriber and director identity proofs with consents, registered-office proof with owner NOC, and the name-approval record. The company must keep copies of all documents and information as originally filed for incorporation at its registered office until dissolution (Companies Act, 2013, s. 7(4)). Photocopies scattered across founders' email will not do — one indexed file, physical and digital, with the incorporation date — the date mentioned in the certificate of incorporation, from which the company is a body corporate (Companies Act, 2013, s. 9) — written on its cover. Every Companies Act deadline below counts from that date, so misreading it by a week forfeits the very clocks this guide protects.

Days 1–30: board, office and auditor

Three clocks sprint at once. Hold the first board meeting within thirty days of incorporation (Companies Act, 2013, s. 173(1)). In practice, that meeting also appoints officers, authorises the bank account, takes the registered office on record and appoints the first auditor (Companies Act, 2013, s. 139(6)). Each director discloses concerns or interests at the first meeting he participates in (Companies Act, 2013, s. 184(1)). Furnish verification of the registered office to the Registrar within thirty days of incorporation — the office must be capable of receiving and acknowledging all communications and notices (Companies Act, 2013, s. 12(1), (2)). Appoint the first auditor by board resolution within the thirty-day window; a company that discovers its auditor default in month four pays for a lapse that took one meeting to prevent. Where the board fails to appoint, it must inform the members, who appoint the auditor within ninety days at an extraordinary general meeting, to hold office till the conclusion of the first annual general meeting (Companies Act, 2013, s. 139(6)).

Subscription money and bank evidence

Subscribers pay for the shares they agreed to take: 10,000 shares of Rs 10 means Rs 1,00,000. The commencement declaration states that every subscriber to the memorandum has paid the value of the shares agreed to be taken (Companies Act, 2013, s. 10A(1)(a)); it is filed in Form INC-20A and verified by a company secretary, chartered accountant or cost accountant in practice (Companies (Incorporation) Rules, 2014, r. 23A). As a matter of practice, take the money through banking channels and preserve pay-in evidence per subscriber, so the declaration rests on documents. Open the current account on the certified set — certificate, board resolution, KYC of authorised signatories — and route every rupee of subscription through it before a single expense is paid. Cash introductions and founder advances mixed into the same weeks blur the capital trail that the commencement declaration later relies on. Keep the bank trail boring: subscription in, nothing out until every subscriber has paid.

Share certificates and registers

Deliver share certificates to the subscribers to the memorandum within two months from the date of incorporation, and for any later allotment within two months from the date of allotment (Companies Act, 2013, s. 56(4)(a), (b)). Open the registers the same week: the register of members (Companies Act, 2013, s. 88(1)(a)), the register of directors and key managerial personnel with their shareholding (Companies Act, 2013, s. 170(1)), and the minutes books with the first-meeting minutes written up while memories are fresh, minutes prepared, signed and kept within thirty days of the conclusion of each meeting (Companies Act, 2013, s. 118(1)). Enter each change as it happens rather than batching for September — registers reconstructed a year later disagree with bank statements, and disagreements read as defects.

Tax and GST triggers

PAN and TAN are applied for within the SPICe+ incorporation filing; check the PAN and TAN allotted against that application. A company must furnish a return of income for every tax year, so it falls within the PAN allotment rule; quote the PAN in all returns, correspondence and challans (Income-tax Act, 2025, ss. 262(1)(c), 262(3), 263). Every person deducting tax must apply for a tax deduction and collection account number (TAN) within the prescribed time and quote it in all challans, statements and certificates (Income-tax Act, 2025, s. 397(1)). Deduction applies to salaries (Income-tax Act, 2025, s. 392(1)) and, above the Table thresholds, to rent or fees for professional services (Income-tax Act, 2025, s. 393(1), Table) — so get the TAN before the first such payment. GST registration is required once aggregate turnover in a financial year exceeds twenty lakh rupees (ten lakh rupees from a special category State), subject to the s. 22(1) provisos, or earlier if the company falls in a category listed in s. 24, and the application is due within thirty days of becoming liable (CGST Act, 2017, ss. 22(1), 24, 25(1)).

Day 90 review and the later INC-20A deadline

At day 90, audit the file: evidence pack complete, board and auditor appointed, subscription proved, certificates issued, registers current, tax enrolments mapped. Then diary the 180-day commencement declaration — the company's declaration that subscribers paid for their shares, due within 180 days of incorporation, without which the company cannot commence business or borrow (Companies Act, 2013, s. 10A). The 90-day view ends here deliberately: trading before the declaration and the s. 12(2) verification is the violation this calendar exists to prevent (Companies Act, 2013, s. 10A(1)(a), (b)).

INC-20A sits outside the 90-day view but inside the same diary: flag it now.

Worked example: Rs 1,00,000 subscription, day by day

Take two founders incorporating on 1 April with Rs 1,00,000 capital, worked line by line:

• Day 0: certificate dated 1 April; evidence pack indexed with 1 April written on the cover (Companies Act, 2013, s. 9).
• Day 12: first board meeting appoints the first auditor, authorises the bank account and records the office — inside the 30-day window closing 1 May (Companies Act, 2013, ss. 139(6), 173(1)). Registered-office verification is filed the same week (Companies Act, 2013, s. 12(2)).
• Day 20: each founder remits Rs 50,000 by bank transfer: 50,000 + 50,000 = Rs 1,00,000 credited for 10,000 subscriber shares of Rs 10 (Companies Act, 2013, s. 10A(1)(a)). The subscribers were already entered in the register of members on registration (Companies Act, 2013, ss. 2(55)(i), 88(1)(a)).
• Day 45: share certificates delivered — inside the two-month window from incorporation (Companies Act, 2013, s. 56(4)(a)) — and registers opened; TAN applied for before the first salary or rent payment (Income-tax Act, 2025, s. 397(1)); GST threshold note recorded: no turnover yet; apply within 30 days of becoming liable once aggregate turnover crosses the s. 22(1) threshold (CGST Act, 2017, ss. 22(1), 25(1)).
• Day 90: file review confirms six proofs present; INC-20A diarised for 28 September (day 180), with subscription evidence already banked (Companies Act, 2013, s. 10A).
• Contrast: the same company trading from day 5 without the declaration commences business in breach of the statute (Companies Act, 2013, s. 10A(1)) — and exposes the company and every officer in default to the penalties in s. 10A(2), so revenue first is a sequencing error worth avoiding.

Figures in this section are an illustration, not a computation of your liability.

Documents checklist

• [ ] Day-zero evidence pack with incorporation date on the cover (Companies Act, 2013, ss. 7(4), 9).
• [ ] First-meeting minutes with auditor appointment and bank authorisation (Companies Act, 2013, ss. 139(6), 173(1)).
• [ ] Director disclosures of concern or interest made at the first meeting each director attends (Companies Act, 2013, s. 184(1)).
• [ ] Office verification filing with NOC acknowledged (Companies Act, 2013, s. 12(2)).
• [ ] Subscription bank credits per subscriber; subscribers entered in the register of members from registration (Companies Act, 2013, ss. 2(55)(i), 10A(1)(a), 88(1)(a)).
• [ ] Certificates delivered with registers current (Companies Act, 2013, ss. 56(4), 88, 170).
• [ ] Tax enrolment map with INC-20A diarised for day 180 (Companies Act, 2013, s. 10A).

Frequently asked questions

First board meeting deadline?

Within thirty days of incorporation (Companies Act, 2013, s. 173(1)). In practice, one sitting covers officers, bank account, office and the first auditor (Companies Act, 2013, s. 139(6)).

First auditor appointment deadline?

By the board within thirty days of registration; if the board fails, the members appoint within ninety days at an extraordinary general meeting (Companies Act, 2013, s. 139(6)).

INC-20A commencement declaration?

Due within 180 days of incorporation declaring subscribers paid for shares — no business or borrowing before it and before registered-office verification (Companies Act, 2013, s. 10A(1)).

When are share certificates due?

Within two months from incorporation for subscribers to the memorandum, and within two months from allotment for later allotments (Companies Act, 2013, s. 56(4)).

GST from day one?

Only once aggregate turnover exceeds the s. 22(1) limit or the company falls in a s. 24 category; apply within thirty days of becoming liable — record the threshold note at day 45 rather than assuming either way (CGST Act, 2017, ss. 22(1), 24, 25(1)).

When should we review this file again?

At day 90 for the six proofs, then at day 180 for INC-20A — with event filings diarised the day each resolution passes and all six proofs preserved in the indexed file (Companies Act, 2013, s. 10A).

Sources

• Companies Act, 2013, ss. 2(55), 7(4), 9, 10A, 12, 56(4), 88, 118, 139(6), 170, 173(1), 184 (first-year framework)
• Companies (Incorporation) Rules, 2014, r. 23A (Form INC-20A declaration)
• CGST Act, 2017, ss. 22, 24, 25 (registration)
• Income-tax Act, 2025, ss. 262, 263, 392, 393, 397 (PAN, returns, TDS, TAN)
• Entity page

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