ROC Compliances for a New Private Limited Company

Compliance for a private limited Company start immediately (within the first 30-90 days after incorporation). This leaves very little time for any Company to comply else it has to file additional fees for submitting the required forms.

1. Registered Office Address: Its optional (and even sometimes desirable) to not mention the registered office address while filing the incorporation SPICE form. Then the  Company has to file form INC-22 with the Registrar of Companies (RoC). This has to be done within 30 days of incorporation. (as per Section 12)

2. First Board Meeting: Directors shall hold the first Board meeting within the first 30 days as per Section 173 of the Companies Act, 2013. Notice and agenda should ideally include the following:

  • Determination of format of letter head
  • Appointment of first Statutory Auditors (Term shall extend upto the first annual general meeting of shareholders).  After appointment of auditor, Company has to file ADT-1. There is a view also that Company need not file ADT-1 if the first auditor is appointed by the Board. However, as a matter of abundant caution, we suggest that the form be filed.
  • Disclosure of interest in form MBP-1 and qualification form DIR-8
  • Selection of bank for opening current account of the company

3. Issuance of shares and share certificates: Within 60 days of incorporation, the Board of Directors shall issue shares to the first subscribers to the Memorandum of Association. The format of share certificate is as per Form SH-1. (Company has to pay adequate stamp duty on the share certificates)

4. Certificate to commence business: Ministry of Corporate Affairs re-introduced an additional requirement in 2019. Now even a private limited company has to obtain a certificate to commence business. To do so, the Company has to fulfill two requirements  – Subscribers have to deposit the initial money and the registered office address has to be verified. This has to be done within 180 days of the incorporation date. Form INC-20A is to be filled within 180 days of the Incorporation of the Company with the Registrar of Company.

5. Name Board: This is not to be reported. Its a compliance requirement under the Act. A private limited company has to put its name plate outside its registered office address.

6. PAN, TAN and registration on the income tax site: As per present system of SPICE incorporation, the MCA issues PAN and TAN with the incorporation certificate. However the Company has to still create an account on the income tax efiling portal. It also has to register the key persons and the authorized signatory. The authorised person for tax returns shall register his/her Digital signature on the e-filing portal.

7. Other state and local level registrations: Other local level mandatory / desirable registrations like Professional Taxes, Trade Licenses , Shop Establishment etc. For example, Maharashtra PTRC (Professional Tax Registration Number) is issued along with the incorporation certificate. Company has to retrieve the login details from Mahagst site and file monthly returns else late fees will be applicable from the first month itself.