The first thing that strike our mind on incorporation of a Company is:
‘What are the compliances which are necessary to be done post incorporation?’
The major compliances to be done by the Company immediately post its incorporation are as follows: –
1. Convene the First Board Meeting within 30 days of its Incorporation and decide the following items: –
a. To appoint the Chairperson of the Company;
b. To take note of Certificate of Incorporation of the Company along with Permanent Account Number (PAN), Tax Deduction and Collection Number (TAN), Goods and Service Tax Number (GSTIN) [if any], Professional Tax Number (where Company is incorporated in State of Maharashtra) and ESIC Number;
c. To take note of Memorandum and Articles of Association of the Company, As Registered;
d. To take note of the First Directors of the Company;
e. To adopt the Common Seal, if any;
f. To take note of The Notices of Disclosure of Interest [u/s 184 of the Companies Act, 2013 (“the Act”)] and declaration in terms of Section 164 of the Act given by the Board of Directors;
g. To take note of Situation of Registered Office of the company OR approval of place of registered office of the Company, where the place of registered office is not declared in Incorporation form [within 30 days of incorporation the Company shall a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it];
h. To discuss the Compliance at the Registered Office and Print Stationeries for the company;
i. To open the Bank Account with any Bank;
j. To decide the Financial Year of the Company;
k. To decide on the Fees to Directors;
l. To take note the Preliminary Expenses;
m. To Obtain the International Security Identification Number (“ISIN”) and appoint the Registrar to Issue and Share Transfer Agent (“RTA”) for De-materialisation of Shares [where the incorporated Company is a Public Company]
n. To appoint the First Statutory Auditor of the Company [within 30 days of Incorporation- where the board of directors fails to so within 30 days from incorporation then members may appoint the First Statutory Auditor in the Extra Ordinary General Meeting within ninety days];
o. To take note of notice of holding beneficial interest in the Company in Form BEN-1 [refer Section 90 of the Act read with the Companies (Significant Beneficial Owners) Rules thereunder]
p. To grant authorisation in terms of Secretarial Standards: –
– To approve the format, if any, for numbering of Board Meetings
– To authorise for issuance of Notices, Agenda and notes on Agenda for Board Meetings
– To authorise for recording of Minutes of Meetings
– To authorise for custody of Minutes Book
– To authorise for custody of attendance registers
q. To take note of the declaration from Registered owner and Beneficial Owner in format MGT-4 and MGT-5 respectively, where shares are issued to nominee shareholder;
r. To grant approval of Risk Management Policy;
s. To grant authorisation to sign returns, forms, documents etc. filed with various regulatory authorities;
t. To grant authentication for Statutory Registers;
u. Vote Thanks;
2. Subscribers needs to deposit the amount of money for which they subscribed the Memorandum of Association (“MoA”);
3. Issue share certificates to the subscribers to the MoA of the Company by convening the Board Meeting. [this is required to be done within 2 months of incorporation];
4. File Application to stamping authority for Stamping of Share certificates.
5. File e-form INC-20 A (Declaration of commencement of Business) within 180 days of Incorporation: –
– This Form is to be filed ASAP because:
a. The Company cannot commence its business operations without filing this form.
b. The Company cannot borrow any money without filing this Form; and
c. No other e-form except INC-22 (for situation of Registered office) can be filed with MCA21 portal without filing this form
6. File e-form ADT-1 for appointment of First Statutory Auditor of the Company [within 15 days from the date of appointment].
7. In terms of Section 12 of the Act*;
a. Paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages
b. have its name engraved in legible characters on its seal; if any
c. get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and
d. have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed
* The Compliance to the requirements of Section 12 of the Act is of utmost importance as the Registrar, where he has a reasonable cause to believe that the Company is not carrying out any business operations, may cause a physical verification of the place; and this can become the grounds for striking off the name of the Company from the records of the Jurisdictional Registrar of Companies
8. Where the Company has received the declaration from Registered owner and Beneficial Owner in format MGT-4 and MGT-5 respectively; File e-Form MGT-6 within 30 days from the receipt of such declaration.
9. Where the Company has received the Declaration from Significant Beneficial Owner (“SBO”) in Form BEN-1; File e-Form BEN-2 within 30 days of receipt of such declaration.
You may contact the author for further information at +91-9582094545 or [email protected]
Disclaimer: The above article is only for information purpose and is on based on the author’s interpretation of the relevant provision. The same should not be considered as professional advice.