Key Takeaways on MCA Company Compliance After Incorporation
- A newly incorporated company must complete at least 12 mandatory compliance steps within the first 30 days of receiving the Certificate of Incorporation.
- The Certificate of Incorporation is not the finish line;it is the starting gun. Compliance does not wait for the first customer, employee, or profit.
- Missing a single ROC filing deadline attracts a late fee of Rs 100 per day per form with no upper cap, which can quickly escalate into lakhs of rupees in penalties.
- Every company;even with zero turnover, no employees, and no transactions;must file AOC-4 and MGT-7 every year until formally struck off.
- The Companies Compliance Facilitation Scheme (CCFS) 2026, a one-time 90% waiver on late fees for pending ROC filings, closed on September 15, 2026. Full late fees apply again.
You have received your Certificate of Incorporation. The relief is palpable. But here is the reality: the Certificate of Incorporation is not the finish line;it is the starting gun. From the moment your company is registered, a series of statutory deadlines begins ticking. Miss them, and the penalties are severe and uncapped.
Most founders are so relieved after incorporation that they overlook these requirements, only to discover months later that late fees have quietly piled up. This guide is a complete checklist for MCA company compliance after incorporation;covering the first 12 months, every form, every deadline, and every penalty.
Looking for expert help with post-incorporation compliance checklist, ROC compliance for new company, MCA compliance after incorporation, company compliance after registration, private limited company annual compliance? The team at Tax Garden, based in Kondapur, Hyderabad, helps Indian SMEs stay compliant. End-to-end filings, notices, and deadline tracking, all in one place.
Why MCA Compliance Is Non-Negotiable
Under the Companies Act, 2013, most filing defaults attract an additional fee charged by the MCA portal (Rs 100 per day, with no upper cap, for AOC-4 and MGT-7) plus a separate penalty adjudicated by the Registrar. Directors of a company that misses its financial statements or annual returns for three continuous years are disqualified from any directorship for 5 years.
Skipping these steps can lead to:
- Heavy per-day penalties that keep accumulating until you file
- Your company being marked "Active Non-Compliant" or eventually struck off
- Directors being disqualified from holding directorships in other companies
- Trouble later when you try to raise funding, apply for loans, or bid for contracts
Part 1: Immediate Post-Incorporation Compliance (First 30 Days)
A newly incorporated company must complete at least 12 mandatory compliance steps within the first 30 days.
1. Open a Current Bank Account
This is your first and most critical step. Without a bank account in the company's name, you cannot deposit share capital, receive payments, or commence business.
Documents Required:
- Certificate of Incorporation (CIN)
- PAN card of the company (issued automatically via SPICe+)
- Memorandum of Association (MOA) and Articles of Association (AOA)
- Board Resolution authorising the opening of the bank account
- KYC documents of all directors;Aadhaar, PAN, passport-size photos
- Proof of registered office address (utility bill + NOC from owner)
Timeline: Most banks take 3-7 working days. Apply on Day 1 because the INC-20A filing requires proof that subscribers have deposited share subscription money into this account.
2. Deposit Share Capital
Every subscriber to the MOA must pay the value of shares agreed to be taken by them within 180 days of incorporation. Best practice is to deposit the entire subscription amount within 7 days of opening the bank account.
Retain the bank statement as proof;you will need it for INC-20A.
3. Hold the First Board Meeting
Under the Companies Act, the first board meeting is generally required within 30 days of incorporation.
Common agenda items include:
- Noting incorporation documents
- Appointing the first auditor
- Banking authority and registered office
- Share certificates and accounting policies
- Preliminary expenses
Penalty for non-compliance: Section 173 has no specific penalty for this, so the general penalty in Section 450 applies: Rs 10,000, plus Rs 1,000 per day of continuing default, up to Rs 2 lakh for the company and Rs 50,000 for each officer in default.
4. Appoint the First Auditor (Form ADT-1)
The board must appoint the first auditor within 30 days of incorporation under Section 139(6) of the Companies Act.
MCA's annual filing FAQs recommend filing Form ADT-1 to intimate the first auditor's appointment too, though Rule 4(2) of the Audit and Auditors Rules refers only to appointments under Section 139(1).
Penalty for non-compliance: contravening Sections 139 to 146 is punishable under Section 147 with a fine of Rs 25,000 to Rs 5 lakh for the company and Rs 10,000 to Rs 1 lakh for each officer in default. A late ADT-1 also carries an additional filing fee that rises with the delay.
5. File INC-20A ; Declaration of Commencement of Business
Every company incorporated with share capital cannot commence business or exercise borrowing powers unless it files INC-20A with the ROC.
Deadline: Within 180 days of incorporation.
Documents Required:
- Proof that subscribers have paid the value of shares agreed to be taken (bank statement)
- Verification of registered office
Penalty for non-compliance (Section 10A(2)): Rs 50,000 for the company, and Rs 1,000 per day for each officer in default up to Rs 1 lakh. The company cannot commence business until it is filed, and the Registrar can start strike-off if it is not filed within 180 days.
6. Issue Share Certificates and Update Registers
Complete share certificates within the statutory period and maintain the register of members, director disclosures, and other applicable statutory registers.
7. Set Up the Corporate Master File
Preserve the following documents:
- Certificate of incorporation
- Memorandum of Association (MOA) and Articles of Association (AOA)
- PAN and TAN
- Registered-office records
- Subscriber documents
- Director details
- MCA acknowledgements
8. Obtain GST Registration (If Applicable)
If your annual turnover is expected to exceed the threshold (Rs 20 lakh for services; Rs 40 lakh for goods-only suppliers in most states, but Rs 20 lakh in Telangana), obtain GST registration. Even if below the threshold, voluntary registration may be beneficial for claiming Input Tax Credit.
9. Register for PF/ESI (If Hiring Employees)
If you are hiring employees, register for PF and ESI as applicable.
10. Apply for MSME/Udyam Registration
Consider registering as an MSME (Udyam) to access government benefits and schemes.
Part 2: Annual ROC Compliance Calendar (FY 2025-26)
Every private limited company must comply with annual filing requirements under the Companies Act, 2013. Even a company with zero turnover, no employees, and no transactions still files AOC-4 and MGT-7 every year until it is formally struck off.
If the company is not going to trade, it is usually cheaper to close it than to keep filing; our guide on closing a company via STK-2 strike off or winding up covers the process, documents and MCA fees.
Annual ROC Compliance Calendar
| Compliance Form | Purpose | Due Date | Late Fee |
|---|---|---|---|
| Annual General Meeting (AGM) | Hold AGM for shareholders | First AGM within 9 months of the first year-end (by 31 December 2026 if the first year ended 31 March 2026); later AGMs within 6 months, by 30 September | Fine under Section 99 |
| AOC-4 / AOC-4 XBRL | Filing of Financial Statements | Within 30 days of AGM | Rs 100/day, no cap |
| MGT-7 / MGT-7A | Annual Return | Within 60 days of AGM | Rs 100/day, no cap |
| ADT-1 | Auditor Appointment | Within 15 days of the AGM that appoints the auditor | Additional fee by delay slab |
| DIR-3 KYC Web | Director KYC | Once every three financial years by 30 June; for a DIN allotted in FY 2025-26, first due April to June 2029 | Rs 5,000 to reactivate a deactivated DIN |
| DPT-3 | Return of Deposits | 30 June each year | Additional fee by delay slab |
| MSME-1 | Statement of Outstanding Payments to MSMEs | 30 April / 31 October | Section 405(4): Rs 20,000, plus Rs 1,000/day, up to Rs 3 lakh |
Understanding AOC-4 and MGT-7
| Form | What It Does |
|---|---|
| AOC-4 | Files audited financial statements (Balance Sheet, Profit & Loss Account, Cash Flow Statement) with the ROC |
| MGT-7 / MGT-7A | Files the annual return containing details of shareholders, directors, and other company information |
Important: Income Tax Returns (ITR) do not replace ROC filings. You must file both ITR and ROC forms.
Part 3: Board Meeting Requirements
Under Section 173 of the Companies Act, 2013:
| Company Type | Minimum Board Meetings | Maximum Gap |
|---|---|---|
| All companies (except OPC and small companies) | 4 meetings per year | Not more than 120 days between meetings |
| OPC and small companies | 2 meetings per year | At least 90 days between them |
Additional Requirements:
- Notice of every Board Meeting must be given at least 7 days in advance
- Minutes of every Board Meeting must be recorded, signed, and maintained
Part 4: Event-Based ROC Filings
Certain events trigger mandatory ROC filings within specified deadlines:
| Event | Form | Deadline |
|---|---|---|
| Change of directors | DIR-12 | Within 30 days |
| Change of registered office | INC-22 | Within 30 days |
| Increase in authorized capital | SH-7 | Within 30 days |
| Share allotment | PAS-3 | Within 30 days |
| Creation or modification of charge | CHG-1 | Within 30 days |
| Director KYC update | DIR-3 KYC | Within 30 days of any change |
Part 5: Penalties for Non-Compliance
Late Filing Fee Under Section 403
Under normal rules, late filing attracts an additional fee of Rs 100 per day, per form;with no upper limit
Example: If a company misses the AOC-4 filing by 180 days, the late fee alone would be Rs 18,000. Miss two forms for three years, and the penalty can exceed Rs 2 lakh.
Additional Penalties
| Violation | Penalty |
|---|---|
| Late AOC-4 or MGT-7 | Sections 137(3) and 92(5): Rs 10,000 plus Rs 100/day, up to Rs 2 lakh (company) and Rs 50,000 (each officer in default) |
| No financial statements or annual returns for any continuous 3 financial years | Directors disqualified for 5 years (Section 164(2)) |
| No business for 2 financial years and no dormant status sought | Registrar can start strike-off (Section 248(1)(c)) |
Part 6: CCFS 2026 (Closed on September 15, 2026)
Status: CCFS 2026 is closed. It applied only to filings made between April 15, 2026 and September 15, 2026, the final date after extensions from July 15 and August 31 (MCA General Circulars No. 03/2026 and 04/2026). MCA did not extend it further. Overdue ROC forms filed now attract the full additional fee.
The Companies Compliance Facilitation Scheme (CCFS) 2026 was launched by the Ministry of Corporate Affairs (General Circular No. 01/2026 dated February 24, 2026) as a one-time relief for companies with pending ROC filings.
What the Scheme Offered
| Benefit | Details |
|---|---|
| 90% Waiver on Additional Fees | Companies paid only 10% of the additional (late) fee that would otherwise have been due |
| Forms Covered | MGT-7, MGT-7A, AOC-4 (and variants), ADT-1, FC-3, FC-4 |
| Immunity | Relief from penalty proceedings for the delay, except where an adjudication order had already been passed |
Example: A late fee of Rs 30,000 was reduced to Rs 3,000 (10%) for a filing made while the scheme was open. The same filing made today pays the full Rs 30,000, plus whatever has accrued since.
Note: The scheme never waived the normal government filing fees; those remained payable.
Common Mistakes to Avoid
1. Assuming "no business activity" means "no filing required"
Annual filing is independent of business activity, revenue, or profit. A company with zero turnover, no employees, and no transactions still files AOC-4 and MGT-7 every year.
2. Missing the first auditor deadline
The Board must appoint the first auditor within 30 days of incorporation (Section 139(6)). Contravention is punishable under Section 147 with a fine of Rs 25,000 to Rs 5 lakh for the company.
3. Filing INC-20A late
A company cannot commence business or exercise borrowing powers until INC-20A is filed. Late filing attracts a Rs 50,000 penalty for the company and Rs 1,000 per day for each officer in default, up to Rs 1 lakh.
4. Not holding board meetings regularly
All companies (except OPC and small companies) must hold 4 board meetings per year with a maximum gap of 120 days.
5. Forgetting DIR-3 KYC
From 31 March 2026, each director files DIR-3 KYC Web once every three financial years by 30 June, and within 30 days of changing mobile number, email or address. A missed KYC deactivates the DIN, and reactivation costs Rs 5,000 per director.
Where Tax Garden Helps
MCA company compliance after incorporation is complex and time-sensitive. A single missed filing can lead to lakhs of rupees in penalties and even director disqualification.
As part of our tax compliance services for small businesses, Tax Garden helps you:
- Complete all post-incorporation compliance steps (ADT-1, INC-20A, DIR-3 KYC, etc.)
- File annual ROC forms (AOC-4, MGT-7, ADT-1, DPT-3) on time
- Track board meeting requirements and event-based filings
- Clear pending filings quickly, oldest year first, now that CCFS 2026 has closed
- Stay compliant and avoid director disqualification
Sources: Companies Act, 2013, Sections 10A, 92, 96, 99, 137, 139, 147, 164, 173, 248, 403, 405 and 450; MCA portal (mca.gov.in); G.S.R. 943(E) dated 31 December 2025 (DIR-3 KYC). Verify current due dates, fee structures, and procedures on mca.gov.in before acting, as rules may be updated periodically. This article is general information on MCA company compliance after incorporation and not a substitute for professional advice.
Frequently Asked Questions
What is the first compliance step after company incorporation?
The first step is to open a current bank account in the company's name. Without a bank account, you cannot deposit share capital, receive payments, or commence business. Most banks take 3-7 working days to open an account.
What is the deadline for appointing the first auditor?
The Board must appoint the first auditor within 30 days of incorporation under Section 139(6) of the Companies Act. If the Board fails to do so, the members must appoint one at an extraordinary general meeting within 90 days. The first auditor holds office until the conclusion of the first AGM, after which the members appoint an auditor for a five-year term and Form ADT-1 is filed.
What is INC-20A and when must it be filed?
INC-20A is the Declaration of Commencement of Business. Every company incorporated with share capital must file it within 180 days of incorporation. The company cannot commence business or exercise borrowing powers until this form is filed.
What are the annual ROC filing due dates for a private limited company?
A company's first AGM must be held within nine months of the end of its first financial year, so by 31 December 2026 if the first financial year ended on 31 March 2026. Every later AGM is due within six months of the year-end, by 30 September (Section 96). File AOC-4 within 30 days of the AGM and MGT-7 or MGT-7A within 60 days of it. File ADT-1 within 15 days of an AGM where an auditor is appointed, usually every five years, DPT-3 by 30 June, and MSME-1 half-yearly where it applies.
Is a company with no business activity required to file ROC returns?
Yes. Annual filing is independent of business activity, revenue, or profit. A company with zero turnover, no employees, and no transactions still files AOC-4 and MGT-7 every year until it is formally struck off.
What is the penalty for late ROC filing?
AOC-4 and MGT-7 carry an additional fee of Rs 100 per day for each form, with no upper cap. Most other forms attract an additional fee that is a multiple of the normal filing fee, rising with the length of delay. If financial statements or annual returns are not filed for three consecutive financial years, every director is disqualified for five years under Section 164(2), and the ROC can start strike-off.
How many board meetings are required for a private limited company?
All companies (except OPC and small companies) must hold 4 board meetings per year, with no gap exceeding 120 days between meetings. OPCs and small companies must hold 2 board meetings per year, with at least 90 days between them.
What event-based ROC filings are required?
Event-based filings include DIR-12 for change of directors (within 30 days), INC-22 for change of registered office (within 30 days), SH-7 for increase in authorized capital (within 30 days), and PAS-3 for share allotment (within 30 days).
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