Your Company Was Registered 30 Days Ago. Here Are the 9 Things You Were Supposed to Do by Now.
Published on:
Category: Corporate Compliance
Author: WeConsult India Desk
The Story :
Pooja received her Certificate of Incorporation on March 28, 2026. She was overjoyed. She posted a photo on LinkedIn. She opened a current account the next week. She signed her first client agreement on April 15.
Her CS called her on May 5.
Your INC-20A was due by April 27. You have not filed it. Your company cannot legally commence business. Every contract you have signed since March 28 is voidable. And the penalty is Rs 50,000 on the company plus Rs 1,000 per day on every director — it has been running for 8 days.
Pooja had no idea what INC-20A was. She had received her Certificate of Incorporation and assumed that meant her company was ready to operate. It is not. The Certificate of Incorporation means your company legally exists. It does not mean your company is authorised to commence business.
INC-20A is just one of nine compliance obligations that began on the day your Certificate of Incorporation was issued.
The Real Problem — Why the First 30 Days Are the Most Missed Compliance Window
When a founder receives their Certificate of Incorporation, the emotional experience is one of completion. The company exists. Time to get to work.
This emotional framing is correct in one sense and dangerous in another. The company exists — but it is not yet authorised to operate, it has not yet met its first round of statutory obligations, and the compliance clock has already started running on multiple filings that have nothing to do with the business itself.
Think of it like buying a new flat. You have the possession letter and the keys. But to actually live in the flat legally, you need the society registration, the NOC, the electricity connection, the water connection, and the municipal address registered in your name. The Certificate of Incorporation is the possession letter. What follows is everything you need to actually operate the flat.
The 9 Post-Incorporation Obligations — What Starts on Day One
1. Form INC-20A — Declaration of Commencement of Business (Due: Within 30 days)
Every company incorporated on or after November 2, 2018, with a share capital, must file Form INC-20A before commencing any business or exercising any borrowing powers. The form is a declaration by the directors that every subscriber to the Memorandum of Association has paid the value of shares agreed to be taken by them.
Penalty for non-filing: Company — Rs 50,000. Each officer in default — Rs 1,000 per day of continuing default. ROC can also file for striking off the company after 180 days of non-filing.
What you need: A bank certificate confirming the paid-up capital has been deposited. This is why opening the current account must happen within the first week of incorporation.
2. First Board Meeting (Due: Within 30 days)
Under Section 173(1) of the Companies Act, 2013, the first board meeting must be held within 30 days of incorporation. The meeting agenda: appointment of the first auditor, noting of the Certificate of Incorporation, approval of the registered office address, and opening of the company bank account.
Penalty: Rs 25,000 for each officer in default for the first instance, Rs 5,000 per day for continuing default.
3. Appoint First Statutory Auditor + File ADT-1 (Due: Within 30 days)
The first statutory auditor must be appointed by the Board of Directors within 30 days of incorporation. This is a Companies Act statutory audit — mandatory regardless of turnover or whether the company has started operations. Form ADT-1 — auditor appointment intimation — must be filed with the ROC within 15 days of the board appointment.
4. Registered Office Address Verification (Due: Within 30 days)
The registered office address must be verified within 30 days by filing documentary evidence — typically a utility bill (electricity/water/gas) not older than 2 months, plus a No-Objection Certificate from the property owner. All ROC correspondence, income tax notices, and statutory documents go to this address. An incorrect or unverified registered office means you may never receive enforcement notices.
5. Issue Share Certificates to All Subscribers (Due: Within 60 days)
Share certificates — physical or dematerialised — must be issued to all subscribers to the Memorandum of Association within 60 days of incorporation. Each certificate must carry the company seal or authorised signature, distinctive share number, shareholder name, amount paid up, and date of issue.
Penalty: Rs 25,000 plus Rs 500 per day of continuing default per officer in default. The Certificate of Incorporation mentions subscribers but the actual share certificate is a separate document that must be formally created, numbered, and stored.
6. Open Company Bank Account + Deposit Share Capital (Due: Before INC-20A — within 7-15 days)
The bank account must be a company current account. The capital subscribed in the MOA must be deposited into this account before Form INC-20A can be filed. Most banks require 5-15 working days to open a company current account. Begin this process on incorporation day — not after your first client engagement.
7. Maintain Statutory Registers (Due: From day one — continuous)
Every Private Limited Company must maintain these registers from the date of incorporation: Register of Members (names, addresses, shareholding, dates of allotment), Register of Directors and KMP, Register of Contracts (contracts in which directors have an interest), Register of Charges (secured loans over company assets). These are maintained at the registered office and produced on demand during any inspection or audit.
8. Apply for DPIIT Startup Recognition (Due: Within 30-90 days)
If your company qualifies as a startup under DPIIT definition (incorporated after April 2016, AATO below Rs 200 crore, working towards innovation or scalability), apply for DPIIT Startup Recognition immediately after incorporation. The 3-year income tax holiday under Section 80-IAC begins from the financial year of application — not from incorporation. A company incorporated in March 2026 that applies in April 2026 starts its 80-IAC eligibility window from FY 2026-27. Each month of delay is a month of tax holiday you cannot recover.
Application cost: Rs 0. Certificate delivery: 1-3 working days. This is the single highest-return action in the post-incorporation checklist.
9. GST Registration (Due: Before B2B invoicing starts)
GST registration is mandatory when aggregate annual turnover exceeds Rs 40 lakh (Rs 20 lakh for service providers in special category states). But waiting for the threshold before registering is a mistake for most B2B businesses. Your corporate clients expect a GSTIN on every invoice. Your purchase invoices carry GST you can claim as ITC — but only if you are registered. Register within the first 30 days of incorporation if operating in B2B markets. Registration 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 of incorporation |
Rs 50,000 (company) + Rs 1,000/day each director |
|
2 |
First Board Meeting |
Within 30 days of incorporation |
Rs 25,000 + Rs 5,000/day continuing |
|
3 |
Appoint Statutory Auditor + File ADT-1 |
Auditor: 30 days. ADT-1: 15 days from appointment |
Penalty under Section 147, Companies Act |
|
4 |
Registered Office Address Verification |
Within 30 days of incorporation |
ROC notices go missing — enforcement risk |
|
5 |
Issue Share Certificates to Subscribers |
Within 60 days of incorporation |
Rs 25,000 + Rs 500/day per officer in default |
|
6 |
Open Company Bank Account + Deposit Capital |
Before INC-20A (within 7-15 days) |
INC-20A cannot 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 each month of delay = 80-IAC tax holiday days lost |
|
9 |
GST Registration |
Before any B2B invoicing starts |
ITC blocked, invoices potentially non-compliant |
Key Takeaways
|
Key Compliance Point |
What You Must Do |
|
Form INC-20A is mandatory before your company can legally commence business — due within 30 days |
File INC-20A before signing any contract, issuing any invoice, or receiving any payment. Open bank account and deposit capital in week one. |
|
First Board Meeting must be held within 30 days — first auditor appointed at the same meeting |
Hold the meeting, draft minutes properly, and file ADT-1 within 15 days of the auditor appointment |
|
Share certificates must be issued to all subscribers within 60 days |
Create, number, and issue share certificates — the COI alone is not sufficient for ownership documentation |
|
Every month of delay in DPIIT recognition is a month of 80-IAC tax holiday you cannot recover |
Apply within 30 days of incorporation — the certificate arrives in 72 hours and costs Rs 0 |
But Here Is the Other Side…
But here is the other side: the post-incorporation compliance burden is lower for an OPC than for a Private Limited Company in several ways. An OPC is exempted from holding an Annual General Meeting. The Board Meeting requirement is reduced — an OPC with only one director may pass resolutions without a formal board meeting by entering them in the minute book and signing them. While INC-20A applies to OPCs as well, the overall governance framework is lighter. If you are uncertain which of these nine obligations apply to your specific entity type, WeConsult India provides a structure-specific post-incorporation checklist at no charge for clients who incorporated through us.
One Last Thing — The Certificate of Incorporation Is the Starting Gun, Not the Finish Line
Pooja did everything right before incorporation. She got the name right, the MOA right, the DSC right, the SPICe+ form right. She received her Certificate of Incorporation and felt the compliance work was done.
The compliance work had just begun.
INC-20A was filed on May 6 — 39 days late. The penalty was Rs 50,000 for the company and Rs 1,000 × 8 days = Rs 8,000 for each director in default. Her April 15 client agreement required a legal clarification letter. The situation was resolved — but it cost more in professional fees, penalties, and anxiety than the entire cost of her original incorporation.
Starting right costs the same as starting. Starting wrong costs more.
WeConsult India manages the complete post-incorporation compliance 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 a single coordinated package within your first 30 days.
Stay compliant. Stay protected. — WeConsult India
This blog is for informational purposes only and does not constitute legal or professional advice. Please consult a qualified Company Secretary or Chartered Accountant before acting on any compliance matter.
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You Spent 4 Years Building Your Brand. Someone Else Just Registered It as a Trademark. Here Is Why That Is a Legal Problem — and a Rs 4,500 Preventable One.
The Story: Neha launched her organic skincare brand — Mitti Glow — in 2021. By 2025, she had a loyal customer base in Delhi NCR, a distributor in Rajasthan, a Shopify store, an Instagram page with 28,000 followers, and packaging she had redesigned twice at significant cost. She had never registered a trademark because the brand was doing fine without one. In January 2026, a courier arrived at her Gurugram office. A cosmetics company had filed a trademark application for Mitti Glow in Class 3 (cosmetics and skincare) in September 2023 — and received registration in June 2024. Under the Trade Marks Act, 1999, that registered trademark owner now has the exclusive right to use Mitti Glow for cosmetics and skincare in India. Neha has been using the name since 2021. But she never registered it. In Indian trademark law, registration is what creates the legal presumption of ownership — not prior use alone. The legal battle to fight this notice on the basis of prior use will take 2-5 years and cost Rs 5-15 lakh in legal fees. A trademark registration application costs Rs 4,500. Filed in 2021, it would have cost her nothing more than a morning. The Real Problem — Why Most Indian Business Owners Never Register Their Trademark: Ask most small business owners why they haven't registered their trademark and you get three answers: Our business is too small. We are not selling nationally yet. No one would copy our name — we are not that well known. All three of these assumptions are wrong. The third one is the most dangerous. Think of a trademark like the land title deed for your brand name. You have been living on the land for four years — building a house, planting a garden, paying the electricity bill. But if you never registered the deed in your name, and someone else goes to the registry office and files the same plot, the law looks at the registry — not at who has been living there. Prior use is a valid defence in trademark disputes — but it is an expensive, time-consuming, and uncertain defence. Registration is the inexpensive, immediate, and certain protection. The Law Explained Simply — What a Registered Trademark Actually Gives You A trademark is a mark — a name, logo, symbol, slogan, packaging design, or even a sound — that identifies the source of your goods or services. Trademark registration in India is governed by the Trade Marks Act, 1999, and administered by the Office of the Controller General of Patents, Designs & Trade Marks (CGPDTM). 1. Exclusive use in the registered class: Once registered, the proprietor holds the exclusive right to use the mark and may initiate infringement proceedings under the Trade Marks Act, 1999 against unauthorised use. 2. Right to use the ® symbol: Use before registration is prohibited and may attract a civil penalty under Section 107. Using ™ (unregistered) is legal. Using ® before registration is not. 3. Prima facie evidence of ownership: Under Section 31, a certificate of registration is prima facie evidence of validity. The burden shifts to the other party to challenge the registration — you don't need to prove you own the mark. 4. Criminal remedies against infringers: The penalty for selling goods with an unauthorized trademark is imprisonment of 6 months to 3 years, and a fine of Rs 50,000 to Rs 2 lakh. Without a registered trademark, you can pursue civil claims but not criminal action. 5. Intangible asset value: Registered trademarks can be licensed, franchised, assigned, or used as collateral for loans. An unregistered brand name has reputational value but no legal asset value. 6. E-commerce platform protection: Amazon, Flipkart, and Meta require trademark registration for brand protection programs and infringement complaints. Without it, counterfeit listings cannot be removed through formal takedown processes. Applicant Type Government Fee (e-filing) Government Fee (physical) Individual / Startup / Small Enterprise Rs 4,500 per class Rs 5,000 per class Company / LLP / Partnership Rs 9,000 per class Rs 10,000 per class DPIIT-recognised Startup (50% concession) Rs 4,500 per class Rs 5,000 per class Trademark registration is valid for 10 years from the date of application and can be renewed indefinitely every 10 years. A one-time payment of Rs 4,500-9,000 per class protects your brand name for a decade. The 45-Class System — Common Classes for Indian Small Businesses Class What It Covers 3 Cosmetics, skincare, cleaning preparations, perfumery 25 Clothing, footwear, headwear 35 Retail services, business management, e-commerce, advertising 41 Education, training, entertainment, sports activities 43 Food and beverage services, restaurants, cafes, catering 45 Legal services, personal and social services, security services Neha vs Sonal — The Same Business Name, Two Very Different Legal Positions Sonal's CS advised her during incorporation: register your trademark in Class 3 within the first 6 months. She filed Form TM-A in November 2021. Government fee: Rs 4,500. Registration certificate received in September 2022. From that date, Sonal held the exclusive right to her brand name across India in Class 3. When a competitor attempted to list products under a deceptively similar name on Amazon India in 2024, Sonal used Amazon's Brand Registry to file a takedown request. The listings were removed within 72 hours. Neha never registered. When the January 2026 legal notice arrived, she had four options: fight the infringement case on prior use grounds (2-5 years, Rs 5-15 lakh, uncertain outcome); file for cancellation on bad faith grounds (complex, expensive); negotiate a co-existence agreement (goodwill from the opposing party, rarely forthcoming); or rebrand entirely. The difference between Neha and Sonal is not their business acumen. It is a Rs 4,500 filing that Sonal made in her first year. How to Actually Start — 5 Steps to Trademark Registration in India 1. Step 1 — Conduct a trademark search before anything else — Before filing, search the existing trademark database on the official IP India portal (ipindia.gov.in → Trademark → Public Search). Search for your exact name, phonetically similar names, and visually similar logos in your target class. The public search is free and takes 15-30 minutes. Do this before investing in packaging, signage, or marketing. 2. Step 2 — Identify the correct class or classes for your business — Your trademark protection exists only within the classes you register. A skincare brand registered only in Class 3 is not protected if someone uses the same name to sell clothing (Class 25). If your business operates across product and service categories, register in both. WeConsult India advises on class selection as part of every trademark filing. 3. Step 3 — File Form TM-A on the IP India e-filing portal — File online at ipindia.gov.in using Form TM-A. You will need: the applicant's name and address, the trademark (name, logo, or both), the class(es), a description of goods or services, date of first use in India (or proposed to be used), and the government fee payment. Individual/startup: Rs 4,500 per class online. Company: Rs 9,000 per class online. 4. Step 4 — Track your application through examination, journal publication, and registration — After filing, the Trademark Registry examines your application (typically 12-18 months). If the examiner raises an objection, you have 30 days to file a reply. If the application clears examination, it is published in the Trademark Journal for 4 months (opposition window). If no opposition is filed, or if opposition is decided in your favour, the registration certificate is issued. Total timeline: approximately 18-36 months. 5. Step 5 — Use ™ immediately after filing, ® only after registration — From the date of your TM-A filing, you can legitimately use the ™ symbol with your brand name — signalling that a trademark application is pending. This provides practical deterrence value even during the registration process. Do not use ® until the registration certificate is in your hands. Using ® before registration attracts a civil penalty under Section 107 of the Trade Marks Act. Your brand name is likely your most valuable business asset. It is the one thing that cannot be rebuilt if it is taken from you. Key Takeaways Key Compliance Point What You Must Do An unregistered trademark owner can lose exclusive rights to someone who registers later File Form TM-A in your primary class within 6 months of launching your brand — registration date determines legal priority Trademark registration costs Rs 4,500 for startups/individuals per class Search IP India portal first, select correct class, file online at ipindia.gov.in — do not delay DPIIT-recognised startups get 50% government fee concession on trademark filing If you have DPIIT recognition, your trademark filing costs Rs 4,500 regardless of whether you are an individual or company Amazon, Flipkart, and Meta brand protection programs require registered trademark Without registration, counterfeit listings and brand impersonation on e-commerce platforms cannot be removed through formal takedown processes But Here Is the Other Side… But here is the other side: prior use does give you rights in India — and India is technically a first-to-use system rather than purely first-to-file. If you have been using a trademark extensively and continuously before someone else filed a registration application, you can challenge that registration under Section 11(b) on grounds of prior use, or apply for cancellation under Section 57. The Delhi High Court and the Intellectual Property Appellate Board have consistently upheld the rights of prior users who can demonstrate honest concurrent use. But proving prior use requires documentary evidence: invoices, packaging, social media records, delivery receipts, advertising expenditure. Gathering and presenting this evidence in a formal proceeding is expensive, time-consuming, and uncertain in outcome. The Rs 4,500 question is: would you rather have the presumption or the burden? One Last Thing — Your Brand Name Is Worth More Than You Think Neha spent Rs 12 lakh across 4 years on her brand — packaging design, Instagram advertising, photography, website development, distributor onboarding. Her brand is what made her business recognisable. It is what her customers search for. All of that value lives in two words: Mitti Glow. Two words she never locked. A trademark registration does not just protect you from infringers — it converts your brand name from a reputational asset into a legal one. One that can be licensed to other manufacturers, franchised to other sellers, sold as part of a business acquisition, or pledged as collateral for a working capital loan. An unregistered brand name is worth what people remember. A registered trademark is worth what a court will enforce. WeConsult India handles trademark searches, class selection, Form TM-A filing, examination reply preparation, and renewal management for businesses across Gurugram's Sector 82, Sector 84, and the Cyber Hub corridor. The application takes one afternoon. The protection lasts 10 years. Stay compliant. Stay protected. — WeConsult India This blog is for informational purposes only and does not constitute legal or professional advice. Please consult a qualified Company Secretary or Chartered Accountant before acting on any compliance matter.
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You Are Selling Your Indian Property. The Buyer Will Deduct 20% of the Full Sale Price as TDS — Not 20% of Your Profit. Here Is What Most NRIs Find Out Too Late.
The Story: For every NRI planning to sell Indian property in 2026. Apply for a Lower Deduction Certificate at least 6 weeks before registration. Form 15CA is now Form 145. Form 15CB is now Form 146. Priya bought a 2BHK flat in Gurugram's Sector 82 in 2018 for Rs 58 lakh before she moved to London. She sold in March 2026 for Rs 1.02 crore. She expected to receive approximately Rs 1 crore after expenses. What happened at registration: the buyer handed her a TDS certificate for Rs 22,09,000. He had deducted 20% of the full sale consideration, plus surcharge and cess, and deposited it with the Income Tax Department in Priya's name. Priya received Rs 79,91,000. Not Rs 1,02,00,000. Nobody had told Priya that she could have applied, before the sale, for a certificate that would have reduced the buyer's TDS deduction to the actual tax-applicable amount. That certificate costs nothing. It takes 4-6 weeks to receive. And it would have put Rs 15-16 lakh back in her hands on registration day instead of in a refund queue. The Problem — Why NRI Property Sales Almost Always Begin With an Unwelcome Surprise The confusion starts with a common assumption: TDS is deducted on the profit. This is how it works for resident Indians selling property above Rs 50 lakh — the buyer deducts 1% TDS on the sale amount. For NRI sellers, the rule is entirely different. Under the Income Tax Act, 2025 (Section 393(2) — replacing Section 195 of the 1961 Act), any person making a payment to a non-resident for the sale of property must deduct TDS at the applicable capital gains tax rate — applied not to the capital gain, but to the FULL sale consideration. This means on a Rs 1 crore property sale: Long-term (24+ months): buyer deducts 12.5% + surcharge + cess = effective 20-22% of Rs 1 crore = Rs 20-22 lakh. Short-term (under 24 months): buyer deducts 30% + surcharge + cess = effective 30-35% of Rs 1 crore = Rs 30-35 lakh. Think of it like a toll booth that charges you 20% of your entire cargo weight — not 20% of the profit you made by transporting it. You get the excess back later. But later is not the same as now. And later in an Indian tax refund means months, sometimes more than a year. The Law Explained Simply — What Governs NRI Property Sales in 2026 Holding Period Type Tax Rate on Gain Effective TDS Rate on Full Sale More than 24 months LTCG 12.5% — no indexation ~20-22% (incl. surcharge + cess) Less than 24 months STCG Individual slab (up to 30%) ~30-35% (incl. surcharge + cess) Important 2026 form name change: From April 1, 2026, under the Income Tax Rules, 2026: Form 15CA has been renamed Form 145 (self-declaration by the NRI remitter). Form 15CB has been renamed Form 146 (CA certificate). Your bank will not process any international transfer of sale proceeds without both documents for repatriations above Rs 5 lakh. If your CA or bank still refers to Form 15CA and 15CB, check whether they have updated their process for the 2026 nomenclature. Property Type Repatriation Limit Notes Residential property bought with NRE/FCNR funds as NRI Full sale proceeds Limit: 2 residential properties in a lifetime — 3rd onwards through NRO route Property bought with NRO funds or as a resident Indian Up to USD 1 million per financial year from NRO account After payment of all taxes Inherited property Up to USD 1 million per financial year With will or legal heir certificate Agricultural land, farmhouse, plantation Cannot be repatriated Sale proceeds must remain in India Lower Deduction Certificate (LDC): Under Section 197 of the ITA 2025, an NRI seller can apply to the income tax officer for a certificate directing the buyer to deduct TDS at the actual tax-applicable rate rather than the standard rate on the full sale value. For Priya: actual LTCG tax ~Rs 5.5 lakh. With an LDC, buyer deducts 6-7% of sale price. Without it: 20-22%. Application timeline: 4-6 weeks before the sale date. Priya vs Suresh — The Same Property, the Same Sale Price, a Very Different Settlement Suresh's CS in Gurugram applied for an LDC two months before registration. The income tax officer issued an LDC directing the buyer to deduct TDS at 6.5% of the sale price. On registration day, the buyer deducted Rs 6.6 lakh. Suresh received Rs 93.4 lakh. Nobody applied for an LDC for Priya's sale. On registration day, the buyer deducted Rs 22 lakh at the standard rate. Priya received Rs 80 lakh. She will wait 9-14 months for a refund of approximately Rs 16 lakh. Same property. Same price. Same tax law. The difference: one application, filed 8 weeks before registration. How to Actually Start — 5 Steps Every NRI Selling Indian Property Must Take 1. Step 1 — Confirm your capital gains holding period before agreeing to a sale price — The holding period determines whether you are in LTCG (24+ months) or STCG (under 24 months) territory. If you are close to the 24-month mark, waiting even a few weeks before registering may shift you from STCG (30% slab rate TDS) to LTCG (12.5% no indexation). Calculate the acquisition date and proposed registration date before finalising any sale timeline. 2. Step 2 — Apply for a Lower Deduction Certificate at least 6 weeks before registration — File Form 13 online on the income tax portal, addressed to your jurisdictional income tax officer. The application requires: your PAN, NRI status certificate, sale agreement, original purchase agreement, and a capital gains computation statement certified by a CA. The LDC, if granted, specifies the exact TDS rate and both the buyer and the income tax department are bound by it for that specific transaction. Apply at least 6 weeks before registration. 3. Step 3 — Ensure sale proceeds go to your NRO account — not any other account — Under FEMA 20(R), all property sale proceeds must be credited to your NRO account before repatriation. Not your NRE account. Not a family member's resident account. Not directly to your overseas account. If you do not have an active NRO account — open one before the sale agreement is signed. 4. Step 4 — Obtain Form 145 and Form 146 before requesting repatriation — not after — From April 1, 2026: Form 15CA is now Form 145 (self-declaration) and Form 15CB is now Form 146 (CA certificate). For repatriations above Rs 5 lakh, both forms are required before the bank will process the international transfer. Start the CA certification (Form 146) process at least 30 days before you need the money transferred. 5. Step 5 — File your Indian income tax return for the year of sale — even if TDS covers your full liability — Filing the ITR in India is mandatory for NRIs who have sold property — regardless of whether your net tax liability is zero or results in a refund after TDS credit. The ITR is also a necessary supporting document for your bank's repatriation processing. If you have available exemptions under Section 54 (reinvestment in another residential property within 2 years) or Section 54EC (investment in notified bonds within 6 months) — claim these in the ITR to reduce your capital gains tax liability. Your Indian property sale is a multi-step compliance event. Every step has a sequence. Getting the sequence right means your money arrives in your overseas account intact. Key Takeaways Key Compliance Point What You Must Do TDS on NRI property sale is on the full sale price — not the capital gain Apply for a Lower Deduction Certificate (LDC) under Section 197 at least 6 weeks before registration Form 15CA and 15CB renamed Form 145 and 146 from April 1, 2026 Confirm your CA and bank are using the new form names — old forms no longer valid for 2026 transactions LTCG rate is now 12.5% without indexation (effective July 23, 2024) Calculate gains without indexation — the option to use indexation is no longer available for properties sold after July 2024 All sale proceeds must go to NRO account before repatriation Open or activate your NRO account before the sale agreement is signed — not after registration But Here Is the Other Side… But here is the other side: a Lower Deduction Certificate is not always the right move, and it is not always granted. The income tax officer may reject or partially grant the application if the capital gains computation is disputed, the acquisition documents are incomplete, or if the officer determines the standard rate is more appropriate. If the LDC application delays the sale because the buyer is unwilling to wait 4-6 weeks for the certificate, the choice between getting the LDC and closing the deal on time becomes a real commercial trade-off. For NRIs in a time-sensitive sale, filing without an LDC and recovering the excess TDS through the refund route may be the more practical path. The income tax department does pay interest on delayed refunds at 6% per annum from April 1 of the assessment year. One Last Thing — The TDS Was Never Your Money to Lose Priya's Rs 22 lakh is in an income tax account in India, earning 6% interest. She will get most of it back — minus her actual tax liability of Rs 5-6 lakh — within 9 to 14 months. But Rs 15 lakh sitting in a government account in India for over a year, when you needed it in London to pay down a mortgage, is not the same as Rs 15 lakh in your hands on registration day. The Lower Deduction Certificate exists precisely to prevent this. WeConsult India advises NRI clients in the UAE, UK, USA, Singapore, and Australia on property sale compliance — LDC applications, capital gains computation, Form 145/146 preparation, NRO account setup, and ITR filing. If you are planning a property sale in India in the next 3-6 months, reach out now — 6 weeks before registration is the window that matters. Stay compliant. Stay protected. — WeConsult India This blog is for informational purposes only and does not constitute legal or professional advice. Please consult a qualified Company Secretary or Chartered Accountant before acting on any compliance matter.
Corporate Compliance
You Run Your Business Alone. Your Personal Assets Are Not Separate From It. That Is a Problem You Can Fix in 15 Days.
The Story : Harish has been running his IT consulting practice from Gurugram for six years. He works alone, bills in his own name, and pays income tax as an individual. In March 2026, a listed manufacturing company offered him a Rs 28 lakh annual consulting contract. The vendor onboarding form asked for three things: Corporate Identification Number, company PAN, audited financial statements for the last two years. He is a sole proprietor. He has none of these. He did not get the contract. What Harish did not know is that there exists a business structure designed exactly for people like him — people who work alone, want full control, and do not want partners — but who also need a company's legal standing, liability protection, and credibility. It is called a One Person Company. It has existed since 2013. Most sole proprietors have never heard of it. The Real Problem — Why Most Solo Professionals Stay as Sole Proprietors Forever Starting as a sole proprietor makes complete sense. No registration fees, no annual filings, no mandatory audit, no compliance calendar, no board meetings. Just a PAN card and a GST registration and you are in business. The simplicity is exactly right for a freelancer starting out. The problem arrives later — at the scale point. The moment your business starts winning bigger contracts, approaching banks for credit, registering on government e-marketplace portals, or working with corporate clients who have vendor compliance requirements — a sole proprietorship becomes the ceiling rather than the foundation. A sole proprietorship is like a room in a shared house. You live there comfortably and operate from there. But you cannot mortgage it, you cannot give visitors a registered address that stands on its own, and if there is a problem — a debt, a lawsuit, a claim — the house is also on the table. An OPC is like owning your own flat. Same solo living. Same full control. But the flat has its own title, its own identity, its own financial history. The switch from sole proprietor to OPC owner does not change what you do. It changes what you own and what can be taken from you. The Law Explained Simply — What Is an OPC and What Governs It A One Person Company (OPC) is a type of private limited company introduced under Section 2(62) of the Companies Act, 2013. It allows a single individual to incorporate and run a company — with 100% ownership, no mandatory co-founders, and no requirement for a second shareholder at any point. It has a separate legal identity from its owner. It can own property, enter into contracts, sue and be sued — all in its own name. The Nominee — OPC's distinctive feature: An OPC requires the sole member to appoint a Nominee at incorporation — a natural person (Indian citizen, resident in India) who takes over the company membership in the event of the owner's death or incapacity. The nominee has no role in the company's management during the owner's lifetime. This ensures perpetual succession — the business does not dissolve when the owner dies, unlike a sole proprietorship. Feature Sole Proprietorship OPC (One Person Company) Legal identity None — owner and business are the same Yes — separate legal entity under Companies Act, 2013 Personal liability UNLIMITED — personal assets at risk LIMITED — capped at owner's investment in the company Corporate credentials None — no CIN, no company PAN CIN + company PAN + audited accounts from Year 1 DPIIT Startup India Not eligible Eligible — can apply for 80-IAC 3-year tax holiday Annual compliance cost Rs 5,000-10,000 (just ITR) Rs 20,000-40,000 (audit + AOC-4 + MGT-7A + CS fees) Tax rate Individual slab (up to 30% + cess) 25% corporate tax or 22% under Section 115BAA Perpetual succession Dissolves on owner's death Continues — nominee takes over as member Harish vs Kavitha — The Same Skill Set, Two Very Different Business Outcomes Kavitha incorporated an OPC in 2022 after losing a consulting opportunity with a corporate client who required a company PAN and audited accounts. It cost her Rs 12,000 in registration fees and Rs 35,000 in first-year compliance. Total upfront spend: Rs 47,000. In March 2026, both Harish and Kavitha were approached for the Rs 28 lakh manufacturing contract. Kavitha submitted her company's CIN, two years of audited financial statements, and company PAN. She was onboarded in three working days. Harish could not fill the vendor form. He did not get the contract. In the same month, Kavitha applied for DPIIT Startup India recognition for her OPC. If her Section 80-IAC income tax holiday is approved, she will pay zero corporate tax for three consecutive years — on a Rs 22 lakh annual profit, that is approximately Rs 14-16 lakh saved. Harish pays income tax at the individual slab rate. At Rs 22 lakh net income, he is in the 30% bracket — approximately Rs 4-5 lakh in tax every year. The difference between their outcomes is not their skill or their clients. It is a Rs 47,000 decision Kavitha made four years ago. How to Actually Start — 5 Steps to Incorporate an OPC 1. Step 1 — Check your eligibility first — You must be an Indian citizen who is a natural person and resident in India. You cannot already be a member of another OPC. You cannot be a minor. NRIs are eligible under the 2021 amendment but the nominee must be a resident Indian citizen. 2. Step 2 — Choose and verify your company name — Your OPC name must end with (OPC) Private Limited — the mandatory suffix under the Companies Act. Before filing, run 3-5 name variations through the MCA portal's RUN (Reserve Unique Name) facility. The name cannot be identical or deceptively similar to any existing registered company, LLP, or trademark. 3. Step 3 — Appoint your nominee and obtain their written consent — Your nominee must sign Form INC-3 — consent to take over OPC membership in the event of your death or incapacity. The nominee must be an Indian citizen resident in India, above 18, and not already a nominee of another OPC. Most founders choose a spouse, sibling, or parent. The nominee has no rights or liabilities during the owner's lifetime. 4. Step 4 — File SPICe+ on the MCA-21 V3 portal — The SPICe+ form on the MCA-21 V3 portal covers company name reservation, DIN, company PAN and TAN, GST registration linkage, and ESI registration — all in one form. Government fee for OPC incorporation (authorised capital up to Rs 10 lakh): approximately Rs 4,000-6,000. Timeline from document submission to Certificate of Incorporation: 5-10 working days. 5. Step 5 — Set up your OPC compliance calendar on day one — An OPC has mandatory annual compliances from the date of incorporation — not from when it starts earning. These include: statutory audit (mandatory from Year 1 regardless of turnover), Form AOC-4 (financial statements) within 180 days of financial year close, Form MGT-7A (annual return) within 60 days of financial year close. Budget Rs 25,000-40,000 per year for a WeConsult India managed compliance package. Converting from sole proprietor to OPC later is possible — but more expensive than starting right. Every contract, bank account, and client agreement needs to be renegotiated. The cost of switching later is always higher than the cost of starting correctly now. Key Takeaways Key Compliance Point What You Must Do OPC gives limited liability — your personal home and savings are not your company's collateral If your business carries any financial, contractual, or operational risk, incorporate an OPC before the first major contract OPC is DPIIT Startup India eligible — sole proprietorship is not After incorporation, apply immediately for DPIIT recognition and the Section 80-IAC 3-year income tax holiday OPC mandatory audit from Year 1 regardless of turnover Budget Rs 25,000-40,000 per year for compliance — factor this into your pricing before incorporating Sole proprietorship dissolves on owner's death — OPC does not Appoint a nominee carefully at incorporation — they take over the company automatically if you are incapacitated But Here Is the Other Side… But here is the other side: for a freelancer or small trader operating below Rs 20-25 lakh annual turnover, in a low-risk business with no large contracts, no bank loans, and no vendor onboarding requirements — a sole proprietorship is genuinely the right choice. The annual compliance cost of an OPC (Rs 25,000-40,000) is a real burden on a small business that does not need corporate credentials to operate. The individual income tax slabs are also more advantageous at lower income levels — at Rs 10 lakh taxable income, a sole proprietor pays significantly less tax than an OPC under the flat 25% corporate rate plus surcharge and cess. The decision to incorporate an OPC should be driven by whether the benefits — liability protection, corporate credibility, DPIIT eligibility — justify the compliance cost at your current and projected income level. One Last Thing — Harish Did Not Lose the Contract Because of His Skills Harish is one of the best IT consultants in Gurugram's Sector 37 corridor. His client retention is near-perfect. His problem is not his ability — it is his structure. The Rs 28 lakh contract was not awarded to a better consultant. It was awarded to a consultant who had a company. If you run your business alone and you have started winning contracts that require company credentials — or if you are approaching the point where you will — the OPC is the most direct upgrade available to you. Same control. Same ownership. Just a different legal wrapper that opens doors your current wrapper cannot. WeConsult India has incorporated OPCs for independent consultants, freelance architects, CAs starting their own practice, and solo founders across Gurugram's Sector 90, Sector 37, and the Cyber Hub corridor. From name reservation to Certificate of Incorporation in 10-15 working days. Stay compliant. Stay protected. — WeConsult India This blog is for informational purposes only and does not constitute legal or professional advice. Please consult a qualified Company Secretary or Chartered Accountant before acting on any compliance matter.