The certificate of incorporation feels like a finish line. It is actually a starting gun. From the day your company is born, a series of small legal steps start running on their own clocks — and the first few land inside 90 days. Founders who miss them don’t find out immediately. They find out later, from a bank, an investor’s lawyer, or a late-fee notice that has been quietly compounding.
Why the first 90 days matter more than the first year
Nothing about these steps is difficult. Each is a form, a resolution, or a signature. What makes them dangerous is that nobody tells founders they exist — incorporation platforms hand over the certificate and disappear, and the founder’s attention rightly moves to product and customers. The law’s attention does not move. Late fees on company filings run per day, with no upper cap, and gaps in the early paper trail are exactly what a due-diligence team checks first.
The five deadlines, in order
1. Declaration of commencement — within 180 days
Before your company can legally start business or borrow money, it must file a one-page declaration (Form INC-20A under Section 10A, Companies Act 2013) confirming that the subscribers have actually paid in the share capital they signed up for. The money must genuinely hit the company’s bank account first — which is why opening the bank account is step zero. Miss the 180-day window and the company can face penalties and, eventually, being struck off as a non-starter.
2. First auditor — within 30 days
Every company appoints its first auditor within 30 days of incorporation (board appointment under Section 139(6)). This applies at zero revenue, with zero transactions. It is the appointment founders most often skip — “we’ll do it when there’s something to audit” — and the one that annoys auditors most to fix retrospectively.
3. First board meeting — within 30 days
The board must meet within 30 days of incorporation (Section 173(1)) — yes, even if the “board” is two founders at a kitchen table. This first meeting is where the practical items get approved: the bank account, the auditor, the registered office, who can sign what. Minute it properly; these minutes are the company’s first legal memory.
4. Share certificates — within 60 days
The company must issue physical (or demat) share certificates to its subscribers within 60 days of incorporation (Section 56(4)). Founders routinely discover at their first fundraise that they cannot produce the certificates for their own shares — a five-minute task that becomes an awkward conversation three years later. Stamp duty on the certificates is payable too, and it is state-specific.
5. Registered office confirmation — within 30 days
If the company was incorporated with only a correspondence address, the permanent registered office must be confirmed to the ROC within 30 days (Form INC-22). Every notice the government ever sends you goes to this address — keep it real and keep it current.
| Step | Deadline | Why it bites |
|---|---|---|
| Bank account + capital paid in | Immediately | Gate for INC-20A |
| First board meeting | 30 days | Approves everything else |
| First auditor appointed | 30 days | Skipped most often |
| Share certificates issued | 60 days | Surfaces at fundraise |
| Commencement declaration (INC-20A) | 180 days | Company can’t legally operate without it |
| Annual filings (ROC + income tax) | Every year | Due even at zero revenue |
And then, every single year — even a silent one
The other half of the confusion: founders assume a company with no revenue has nothing to file. Wrong on both counts. Every company’s accounts must be audited every year, from year one, at any size — including a year with zero sales. And the annual ROC filings and the income-tax return are due whether the year was busy or completely silent. A nil filing is still a filing; a skipped nil filing is a per-day late fee. Long enough gaps can even disqualify the directors. (Closing the company properly is the honest alternative to ignoring it — covered in how to close a startup the right way.)
Frequently asked questions
What is Form INC-20A and when is it due?
INC-20A is the declaration of commencement of business under Section 10A of the Companies Act 2013. It confirms the subscribers have paid in their share capital, and it is due within 180 days of incorporation. Until it is filed, the company should not commence business or borrow, and prolonged failure can lead to penalties and strike-off.
Does a new company really need an auditor in 30 days?
Yes. The board must appoint the first auditor within 30 days of incorporation under Section 139(6), regardless of size or activity. Zero revenue does not defer the requirement — it only makes the eventual audit quick.
Do I have to file anything if my company had no transactions this year?
Yes. The annual ROC filings and the income-tax return are due every year even with zero activity, and the accounts still need a statutory audit. A nil return is still a return; skipping it triggers per-day late fees that have no upper cap.
What happens if share certificates were never issued?
The company was required to issue them within 60 days of incorporation (Section 56(4)). The omission is usually discovered during a fundraise or due diligence, and fixing it retrospectively involves penalties and stamp-duty clean-up. Issuing on time is a five-minute task.
Can missed filings disqualify me as a director?
Yes — a company that fails to file its financial statements or annual returns for three consecutive financial years can see its directors disqualified from directorships for five years under Section 164(2). Walking away from a dormant company is the classic way founders stumble into this.
CA Vijay R Singh, FCA
Founder, Vijay R Singh & Co., Chartered Accountants · ICAI M.No. 153926 · FRN 136869W
Chartered Accountant for startups, NRIs and SMEs in Mumbai, in practice since 2013. More about CA Vijay →
Educational content, not tax or legal advice — deadlines and forms are as per the Companies Act 2013 and current MCA practice, and your incorporation facts may differ. Consult your advisor. Vijay R Singh & Co., Chartered Accountants · FRN 136869W · ICAI M.No. 153926 · Mumbai, in practice since 2013.
