Complete Checklist - Post Registration Compliances for Private Limited Company [Updated]Prachi Prajapati
Indian Companies Act, 2013 regulates both the online company registration process and the post-registration operations. Though a private company can commence its business after the issue of Certificate of Incorporation, there are some formalities to ensure before commencing commercial activities – e.g.: opening a bank account for ensuring transactional activities.In this article, you can learn about the post-incorporation checklist, which is necessary even when your private limited company is successfully registered. And if you are yet to register the company, you should definitely know what the necessary steps are immediately after registration.
Opening a Bank Account
Your 1st task should be to open a Bank Account in the company’s name within 30 days of registration to route all the commercial transactions of the company. To open a bank account, as per the bank’s policy, you may need to submit the PAN and Certificate of Incorporation along with the documents required.
Deposit of Capital & Issue of Shares
The company shall issue certificates to subscribers of the company within 60 days of online company registration. Hence the paid-up capital as mentioned in the MoA while company registration,must be deposited by the subscriber in the account of the company before the deadline.
Commencement of Business - (Newly inserted on 2nd November 2018)
This compliance is newly added by MCA. Every company before starting its business or exercising its borrowing powers mustfile form INC-20 A for the declaration of commencement of business. This form is to be filed within 180 days from the date of incorporation of the company. It is applicable to all companies having a share capital and which is incorporated on or after 2nd November 2018. There are strict consequences of non-filing of this form which are as under.
- Late filing fees levied by MCA, if a form is not filed in 180 days of incorporation
- A Penalty of Rs.50,000/- to the company
- A Penalty of Rs.1000/- per day to the director
- MCA may remove the name of the company from the register of companies.
Intimation of Registered Office Address
If the company has not provided an address for the registered office during the registration process, the company must inform the Registrar about it. The intimation of the address must be filed within 30 days from registration and in e-form INC – 22.
Appointing a Statutory Auditor
The Board of Directors (BoD) shall appoint a Chartered Accountant under section 139 within 30 days from the date of company registration. The auditor appointed here will be called as the First Auditor, whose term shall be limited to the end of first Annual General Meeting.
Other Registrations and Compliance
Apart from online private limited company registration, some necessary registrations are tax registrations based on company size and activities registered.The registrations:
- Shop & Establishment license under the Shop Act
- GST Registration, if required
- Profession Tax Registration
- PF and ESI, if applicable
- Obtain Importer – Exporter Code
- Any other activity specific registrations
Intellectual Property Registration
Intellectual properties like a brand name or patent need protection in this era of infringement and duplication. Any threats to brand value and market share should be neutralized - No opportunity should be given to competitors or third parties to negatively impact brand value and market share. The brand name and logo should be registered to provide legal protection under the Trade Marks Act. Considering the need, the copyright or patent registration application shall as be made and is equally important.
Standardized policies and procedures support the growth of the company since commencement. Based on operational need, the company shall set up the policies and enter into certain agreements. The agreements such as shareholders’ agreement, Non-disclosure agreement, terms and conditions for website usage, etc. are concerned agreements for any business. In recent trends, shareholders’ agreement or co-founders’ agreement is the preferred mode to make the roles and responsibility of the co-founders clear with reference to the company.
Exhibition of Company Name
Wherever the company name is exhibited, it shall include “Private Limited” or “(OPC) Private Limited”, as it forms the part of the company’s name only. The company must display its name by affixing board or painting at the registered office of the company or wherever the company runs its business operations. At the company’s website, the company name, its registered office address, Corporate Identification Number (CIN), Telephone Number and e-mail must be mentioned.
The corporate stationery such as bill-heads, business letterheads, letter papers, etc. shall include the full name of the company along with the CIN, register office address Contact number, e-mail and web address. The details shall also be included in the notice or official publications of the company.
Disclosure of Directors’ interest
The interest of directors in other body corporates is already intimated to RoC while online company registration. Yet, the directors should disclose their interest in other corporate bodies and businesses in the first board meeting held within 30 days. The company should maintain a registerin form MBP – 1to keep the same in records.The disclosures shall be made in every financial year and as and when there is a change in interest.
Maintaining Statutory Registers & records:
As prescribed under the Act, the company shall maintain the registers and records at the registered office of the company. The registers include the register of members, register of debenture or security holders, register of directors’ disclosure, etc. The MoA and AoA of the company shall also be maintained at the same place.
Additionally, the company shall also prepare and maintain its books of accounts in the prescribed format at the registered office. Few registers or documents are open for inspection by third parties.
Accounts and Bookkeeping:
The company must prepare the books of accounts. The accounts to be prepared should be in the format prescribed in Schedule III of the Companies Act, 2013. Further, the accounting standards are also prescribed that must also be complied with.
The accounting shall start since the registration of the company and also the preliminary expenses, such as incorporation expenses should be accounted properly.
Other noteworthy provisions:
Apart from compliances on an annual interval, there is also event-based compliance to be followed. Here is a general list of events when the need for intimation or approval of RoC arises during the continuation of the business.
- Change in Board Members
- Change in Statutory Auditor of the company
- The further issue of capital or increase in capital
- Change of registered office
- Change of object
- Any alternation in MoA or AoA clause
It is necessary never to violate any of the below provision in respect of the company’s structure or the object.
- Not to carry on any activities other than that stated in the object clause of MOA
- Not to issue any securities to third parties or the public at large
- Number of members should not exceed 200
- Transfer of shares to any person other than existing member requires the prior approval of the shareholders
As the Government also support the registration of the company by making the process simpler, the responsible person should also bear in mind that post-registration compliance are equally important, rather stringent in nature. One or the other way, the company has to fulfill all those compliance as non-fulfillment may lead to bear penalties. Therefore, as soon as the company is registered, the promoters should know what should be the next steps. The assistance of a professional is also required when any changes are required in the business structure or otherwise so that there is no scope of being non-compliant in any manner. In case of small companies, a professional on retainership may be more beneficial than hiring full-time resources.