The story
Pooja received her Certificate of Incorporation on 28 March 2026. She was overjoyed — posted a photo on LinkedIn, opened a current account the next week, and signed her first client agreement on 15 April. Her CS called her on 5 May.
“Your INC-20A was due by 27 April. You have not filed it. Your company cannot legally commence business. Every contract you have signed since 28 March is voidable. And the penalty is ₹50,000 on the company plus ₹1,000 per day on every director — it has been running for 8 days.”
Pooja had no idea what INC-20A was. She had assumed the Certificate of Incorporation meant her company was ready to operate. It is not. The COI means your company legally exists — not that it is authorised to commence business. INC-20A is just one of nine obligations that began the day the certificate was issued.
Why the first 30 days are the most-missed window
When a founder receives their COI, the emotional experience is one of completion: the company exists, time to get to work. That framing is correct in one sense and dangerous in another — the company exists, but it is not yet authorised to operate, has not met its first statutory obligations, and the compliance clock is already running on filings that have nothing to do with the business itself.
The 9 post-incorporation obligations — what starts on day one
- Form INC-20A — Declaration of Commencement of Business (within 30 days). Every company incorporated on/after 2 Nov 2018 with share capital must file this before commencing business or borrowing — a director declaration that subscribers have paid for their shares. Penalty: ₹50,000 on the company + ₹1,000/day on each officer in default; ROC may strike off after 180 days. Needs a bank certificate confirming the paid-up capital is deposited — which is why the current account must open in week one.
- First board meeting (within 30 days). Required under Section 173(1). Agenda: appoint the first auditor, note the COI, approve the registered office, and open the bank account. Penalty: ₹25,000 per officer in default, then ₹5,000/day continuing.
- Appoint first statutory auditor + file ADT-1 (auditor in 30 days, ADT-1 within 15 days of appointment). A Companies Act statutory audit is mandatory regardless of turnover or whether operations have started.
- Registered-office address verification (within 30 days). File documentary evidence — a utility bill not older than 2 months plus an owner’s NOC. All ROC, income-tax and statutory notices go here; an unverified office means you may never receive enforcement notices.
- Issue share certificates to all subscribers (within 60 days). Physical or demat, each carrying the company seal/signature, distinctive number, shareholder name, amount paid and date. Penalty: ₹25,000 + ₹500/day per officer in default. The COI names subscribers, but the share certificate is a separate document that must be created, numbered and stored.
- Open company bank account + deposit share capital (before INC-20A — within 7–15 days). A company current account, with the subscribed capital deposited before INC-20A can be filed. Banks need 5–15 working days — begin on incorporation day, not after your first client.
- Maintain statutory registers (from day one — continuous). Register of Members; Register of Directors & KMP; Register of Contracts; Register of Charges — kept at the registered office and produced on demand.
- Apply for DPIIT Startup Recognition (within 30–90 days). The 3-year 80-IAC tax holiday begins from the financial year of application, not incorporation — each month of delay is a month of holiday lost. Cost: ₹0; certificate in 1–3 days. The single highest-return action on this list.
- GST registration (before any B2B invoicing). Mandatory above ₹40 lakh turnover (₹20 lakh services in special states), but most B2B businesses should register in the first 30 days — corporate clients expect a GSTIN, and ITC on purchases is only claimable once registered. Takes 7–15 working days.
The complete post-incorporation checklist
| # | Obligation | Due date | Penalty for default |
|---|---|---|---|
| 1 | Form INC-20A — Commencement of Business | Within 30 days | ₹50,000 (company) + ₹1,000/day each director |
| 2 | First board meeting | Within 30 days | ₹25,000 + ₹5,000/day continuing |
| 3 | Appoint statutory auditor + file ADT-1 | Auditor: 30 days; ADT-1: 15 days from appointment | Penalty under Section 147 |
| 4 | Registered-office address verification | Within 30 days | ROC notices go missing — enforcement risk |
| 5 | Issue share certificates | Within 60 days | ₹25,000 + ₹500/day per officer |
| 6 | Open bank account + deposit capital | Before INC-20A (7–15 days) | INC-20A can’t be filed without bank certificate |
| 7 | Maintain statutory registers | From day one — continuous | Penalty under Section 88 + inspection risk |
| 8 | Apply for DPIIT Startup Recognition | Within 30–90 days | No penalty — but lost 80-IAC tax-holiday days |
| 9 | GST registration | Before any B2B invoicing | ITC blocked; invoices potentially non-compliant |
Key takeaways
| Key compliance point | What you must do |
|---|---|
| INC-20A is mandatory before commencing business — due within 30 days | File it before signing any contract, issuing any invoice or receiving payment; open the bank account and deposit capital in week one |
| First board meeting within 30 days — first auditor appointed at the same meeting | Hold the meeting, draft minutes properly, and file ADT-1 within 15 days of appointment |
| Share certificates to all subscribers within 60 days | Create, number and issue them — the COI alone is not sufficient ownership documentation |
| Each month of DPIIT delay is a month of 80-IAC holiday lost | Apply within 30 days — certificate arrives in ~72 hours and costs ₹0 |
But here is the other side…
The post-incorporation burden is lighter for an OPC than a Private Limited Company in several ways. An OPC is exempt from holding an AGM; the board-meeting requirement is reduced — an OPC with a single director may pass resolutions without a formal meeting by entering and signing them in the minute book. INC-20A still applies to OPCs, but the overall governance framework is lighter. If you are unsure which of these nine obligations apply to your entity type, WeConsult India provides a structure-specific checklist at no charge for clients who incorporated through us.
The COI is the starting gun, not the finish line
Pooja did everything right before incorporation — the name, the MOA, the DSC, the SPICe+ form. She received her COI and felt the compliance work was done. It had just begun. INC-20A was filed on 6 May, 39 days late: ₹50,000 on the company and ₹8,000 per director in default, plus a clarification letter for the 15 April client agreement. It was resolved — but cost more in fees, penalties and anxiety than the entire original incorporation.
WeConsult India manages the complete post-incorporation package for new Private Limited Companies and OPCs across Gurugram’s Sector 82, Sector 84 and the Cyber Hub corridor — INC-20A, first board-meeting minutes, ADT-1, share certificates, statutory registers, DPIIT recognition and GST registration, handled as one coordinated package within your first 30 days.
Stay compliant. Stay protected. — WeConsult India