The First 90 Days After Incorporation: A New Company Compliance Checklist (2026)

The First 90 Days After Incorporation: A New Company Compliance Checklist (2026)

Getting your Certificate of Incorporation (COI) feels like the finish line. You have a company name, a CIN, and finally something to put on your LinkedIn. In reality, it is the starting gun. The Companies Act, 2013 attaches several hard, dated obligations that begin ticking the moment your company is born — and most of them are quietly due within the first 90 to 180 days. Miss them and you are looking at escalating penalties, a company that legally cannot start business, and in the worst cases, a strike-off notice before you have even issued your first invoice.

Almost every founder we meet at Legal Suvidha discovers this the same way: a late fee notice, or worse, a bank or investor asking for a filing that was never done. This guide is the checklist we wish every founder had on day one — what to do, in what order, by when, and what it costs to get wrong. Work through it in sequence and the messiest, most error-prone 90 days of your company's life become simple and controlled.

Why the First 90 Days Matter So Much

Company law does not give a new company a grace period to "settle in." The moment your COI is issued, the clock starts on multiple statutory duties simultaneously — some tied to the date of incorporation, some to the date the Board first meets, and some to the date capital is received. Two of these deserve special attention because they are absolute and unforgiving:

1. Appointing the company's first statutory auditor, which the Board must do within 30 days of incorporation.
2. Filing the declaration of commencement of business (INC-20A), without which your company cannot legally start operating, open certain accounts, or borrow money — and which must be filed within 180 days.

Beyond these two headline deadlines sits a longer tail of quieter but equally important obligations: depositing subscribed capital, opening a bank account, registering for tax, setting up statutory registers, and holding your first Board meeting. None of these are optional "when you get around to it" tasks. Each has a real deadline, a real penalty for delay, and in several cases, personal liability for the directors who let it slip.

The good news: none of this is complicated once you know the sequence. The bad news: almost nobody tells new founders this sequence, because company registration agents typically stop working with you the moment the COI is issued — right when the real compliance clock starts.

The Complete First 90 Days Checklist

1. Open the company's current bank account (do this immediately)

Nothing else can happen until your company has a bank account in its own name. You will need the Certificate of Incorporation, PAN, TAN, the Memorandum and Articles of Association (MOA/AOA), a Board resolution authorising the account opening and the authorised signatories, and KYC documents for all directors. Most banks also want a copy of the company's registered office proof.

Do this in the first few days. Every subsequent step — depositing capital, paying vendors, receiving customer payments, and eventually filing INC-20A — depends on this account existing.

2. Deposit the subscribed share capital

When you incorporated, your shareholders committed to subscribe to a certain number of shares in the MOA. That commitment is not real until the money actually lands in the company's bank account. Each subscriber should transfer their respective share of the capital from their own personal or entity bank account (not cash, and ideally not from an unrelated third party) so the paper trail matches the shareholding record.

This step is frequently delayed because founders assume "we'll fund the company when we need money." But the company legally cannot file its commencement declaration (see below) until this capital is received, so delaying this delays your entire ability to operate.

3. Appoint the first statutory auditor — Form ADT-1 (within 30 days)

This is the single most missed early deadline. Section 139 of the Companies Act requires the Board of Directors to appoint the company's first auditor within 30 days of incorporation. If the Board fails to do so, the members must appoint the auditor at an extraordinary general meeting within 90 days of incorporation.

In practice: hold a Board meeting (can be your first Board meeting — see step 7), pass a resolution appointing a practising Chartered Accountant or firm as the statutory auditor, obtain their written consent and a certificate confirming they meet the eligibility criteria, and file Form ADT-1 with the Registrar of Companies to intimate this appointment. Many founders wrongly assume ADT-1 itself is optional for the first auditor — while the appointment timeline is the hard legal requirement, filing the intimation promptly is standard good practice and expected by the ROC.

4. File INC-20A — Declaration of Commencement of Business (within 180 days)

This is the second big deadline, and arguably the more consequential one. Before your company can legally commence business operations or exercise its borrowing powers, it must file Form INC-20A, a declaration confirming that:

• Every subscriber to the MOA has paid the value of the shares agreed to be taken by them, and
• The company has filed verification of its registered office with the ROC, if not already done at incorporation.

The outer limit to file this is 180 days from incorporation, but treat that as a worst-case backstop, not a target. Until INC-20A is filed, your company is in a kind of legal limbo — it exists, but it cannot properly trade, sign major contracts, or borrow. Some banks and government portals also check for this filing before activating full account functionality. Penalties for missing the 180-day window escalate over time and apply to both the company and every officer in default, and prolonged non-filing can be a ground for the ROC to initiate strike-off proceedings.

5. Register for GST, if applicable

GST registration is not automatically required for every new company — it depends on your turnover and the nature of your business. You must register if:

• Your aggregate turnover crosses the applicable threshold for your state and category of supply.
• You make inter-state supplies of goods (this triggers mandatory registration regardless of turnover in most cases).
• You sell through e-commerce operators or operate as an e-commerce seller.
• You are otherwise covered by a mandatory-registration category under the GST law (certain services, reverse charge situations, and so on).

Even where GST is not mandatory yet, many B2B companies and service providers choose to register voluntarily early on, so they can issue GST-compliant invoices to corporate clients (who often insist on it) and claim input tax credit on their own purchases and expenses from day one.

6. Set up statutory registers, letterhead and company stationery

The Companies Act requires companies to maintain a set of statutory registers from the start — the Register of Members, Register of Directors and KMP, Register of Charges, and others as applicable. These do not need to be elaborate, but they need to exist and be updated as events happen (a new shareholder, a new charge on an asset, and so on).

At the same time, get your compliant stationery in order: every letterhead, invoice, and official communication must display the company's full name, registered office address, and CIN. Get your common seal (if you use one) and rubber stamps made properly. This sounds like a minor administrative point, but it is a documentation gap that trips up companies during due diligence, audits, and even bank KYC refreshes.

7. Hold the first Board meeting

The Companies Act requires the first Board meeting to be held within a prescribed period from the date of incorporation. Use this meeting to formally record the key early decisions: appointment of the first auditor, opening of the bank account, adoption of the common seal (if any), disclosure of directors' interests, and any other foundational resolutions. Prepare and sign proper minutes — these become part of your permanent statutory record and are often the first thing an investor's due diligence team or a bank asks to see.

8. Sort out other registrations based on your business

Depending on what you do and where, you may also need:

• Professional Tax (PT) registration — mandatory in several states for both the employer and employees above a salary threshold.
• Shops and Establishment registration — required in most states for any commercial establishment, including office-only businesses.
• PF (Provident Fund) and ESI registration — become mandatory once you cross the prescribed employee-count thresholds; plan for this even if you are below the limit today, since growth can cross it quickly.
• IEC (Import Export Code) — required if you plan to import or export goods or services.
• MSME/Udyam registration — not mandatory, but valuable for access to government schemes, priority-sector lending, and protection against delayed payments from buyers.
• Sector-specific licences — FSSAI for food businesses, drug licences for pharma, BIS certification for certain electronics, and so on.

Map these out against your actual business model rather than registering for everything reflexively — but do not skip the ones that genuinely apply, since operating without a required licence carries its own penalties.

9. Protect your brand — file your trademark early

Company name registration under the Companies Act does not give you trademark protection. A completely different company can register a deceptively similar brand name or logo as a trademark, and technically you would have no defence if you had not filed first. File your wordmark and logo as trademarks as early as possible — ideally in the same window as your other post-incorporation compliances. This also matters commercially: platforms like Amazon and Flipkart require a registered or applied-for trademark to enrol in their Brand Registry / brand protection programmes, which protect your listings from copycats.

10. Set up bookkeeping and a running compliance calendar

From invoice number one, maintain proper books of account — this is a legal requirement, not just good practice. Set up accounting software or a bookkeeper relationship immediately rather than trying to reconstruct a year of transactions later. Alongside this, build a compliance calendar covering:

• Monthly or quarterly GST returns (if registered).
• TDS deduction and deposit deadlines, and quarterly TDS returns.
• Annual DIR-3 KYC for every director.
• The first year's annual filings — AOC-4 (financial statements) and MGT-7/MGT-7A (annual return) — due after your first financial year and AGM.

Doing this now, while volumes are low, prevents a chaotic scramble when your first year-end arrives.

Key Deadlines to Remember

• First auditor appointment (ADT-1): within 30 days of incorporation by the Board; within 90 days by members if the Board fails to act.
• INC-20A (commencement of business): before starting operations or borrowing, and in any case within 180 days of incorporation.
• DIR-3 KYC: for every director holding a DIN, generally due by 30 September each year — verify the exact date for the current year.
• GST returns and TDS deposits: monthly or quarterly once registered, depending on the scheme you fall under.
• First annual filings (AOC-4, MGT-7/7A): due within the prescribed number of days after your first AGM — start planning for this well before your first financial year closes.

Cost and Fees in 2026

Most of the filings in your first 90 days — ADT-1, INC-20A, statutory register set-up — carry relatively modest government fees on their own. The real cost is not the filing fee; it is the penalty for missing the deadline. Late filing of INC-20A, in particular, attracts additional fees that increase the longer the delay continues, and can extend to penalties on the company and every officer in default. GST registration itself has no government fee, but non-registration when required carries tax, interest, and penalty exposure. Professional tax, Shops and Establishment, and sector licences each have their own state-specific fee schedules.

Because fee structures and penalty slabs are revised from time to time, always verify the current rate before filing, and budget for professional assistance particularly on the filings with the steepest downside for delay — ADT-1 and INC-20A above all.

Timeline: How the First 90 Days Typically Unfold

• Week 1: Bank account opened; capital deposit initiated by subscribers.
• Weeks 1–2: First Board meeting held; auditor identified and consent obtained.
• Within 30 days: First auditor formally appointed; ADT-1 filed.
• Weeks 2–6: GST registration applied for, if applicable; statutory registers set up; stationery finalised.
• Weeks 4–8: Trademark application filed; other applicable registrations (PT, Shops & Establishment, IEC) initiated.
• Before 180 days (ideally much earlier): INC-20A filed once capital is confirmed as received.
• Ongoing: Bookkeeping, GST/TDS compliance calendar running from month one.

Founders who front-load steps 1–4 in the first two to three weeks almost never face a compliance crisis later — it is the founders who treat these as "someday" tasks who end up paying penalties.

First Auditor vs Annual Filings — Key Distinction

It helps to separate two categories of compliance that founders often conflate:

• One-time, early, hard-deadline items: first auditor appointment (ADT-1) and commencement of business (INC-20A). These apply once, early, and have unforgiving timelines measured in days from incorporation.
• Recurring, ongoing compliance: GST returns, TDS, DIR-3 KYC, and annual filings (AOC-4, MGT-7). These repeat every month, quarter, or year for the life of the company.

Getting the first category wrong creates an immediate, escalating problem. Getting the second category wrong creates a compounding, long-term problem. Both deserve attention, but if you can only focus on one thing in week one, focus on the first category.

Common Mistakes to Avoid

• Forgetting the first auditor appointment within 30 days — this is the single most common early miss because founders assume the auditor can be appointed "whenever the accounting starts."
• Starting to invoice clients or take a loan before filing INC-20A, which is not legally permitted and can create downstream problems when the gap surfaces later.
• Not depositing subscribed capital into the company account, which directly blocks your ability to file INC-20A.
• Treating DIR-3 KYC and early registrations as year-two problems, leading to deactivated DINs, penalties, and last-minute panic.
• Delaying bookkeeping until "things settle down," then facing a costly reconstruction exercise before the first annual filing.
• Skipping the trademark filing, only to discover a similar brand name already registered by someone else once you try to scale or list on a marketplace.
• Assuming a company secretary or CA "will handle it automatically" without an explicit engagement — many of these deadlines slip precisely because no one was clearly responsible.

Frequently Asked Questions

What is the very first compliance step after incorporation?

Practically speaking, it is opening the company's current bank account and getting subscribers to deposit their subscribed capital, followed immediately by appointing the first statutory auditor within 30 days — the earliest hard legal deadline your company faces.

What happens if I don't file INC-20A on time?

Your company cannot legally commence business or exercise its borrowing powers until INC-20A is filed, and penalties apply to both the company and its officers for the delay. If the default continues for an extended period, it can become a ground for the Registrar to initiate strike-off proceedings against the company.

When exactly must the first auditor be appointed?

Within 30 days of incorporation by the Board of Directors. If the Board does not do so, the members must appoint the auditor within 90 days of incorporation at a general meeting. The appointment is intimated to the ROC through Form ADT-1.

Do I need GST registration immediately after incorporation?

Only if you cross the applicable turnover threshold or fall into a mandatory-registration category, such as inter-state supply or selling through e-commerce platforms. Many companies, especially B2B service providers, register voluntarily early on to claim input tax credit and issue GST-compliant invoices.

When are the first annual filings due?

AOC-4 and MGT-7 or MGT-7A are due after your company's first financial year, within the prescribed number of days following your Annual General Meeting. It is worth setting up your compliance calendar in month one so this does not sneak up on you at year-end.

Is DIR-3 KYC required in the very first year?

Yes. Every individual holding a Director Identification Number (DIN) must complete DIR-3 KYC annually, generally by 30 September, regardless of how new the company is. Missing this deactivates the DIN and attracts a reactivation penalty.

Can I complete all of this myself without professional help?

You legally can, and some founders with a finance or legal background do. However, the penalties for missing the two earliest deadlines — the first auditor appointment and INC-20A — are steep and escalate with time, which is why most founders prefer to have a professional manage at least the first 90 days end to end.

Does the 90-day or 180-day clock pause if I am still setting up operations?

No. These deadlines run from the date of incorporation itself, regardless of whether you have started actual business activity, hired staff, or generated revenue. This is exactly why founders are caught off guard — the legal clock does not wait for the business to feel "ready."

How Legal Suvidha Makes This Effortless

This is exactly the kind of process where one wrong document, a mismatched detail, or a missed deadline turns into a rejection, a resubmission, or a running penalty. Legal Suvidha handles the whole thing end-to-end so you can focus on your business.

• Fixed, all-inclusive price quoted upfront — professional fee plus government fee, itemised, with no hidden charges appearing later.
• A dedicated Chartered Accountant / Company Secretary who owns your case from the first call to the final certificate.
• Proactive updates and deadline alerts at every stage — we do not disappear after payment.
• Trusted by 10,000+ founders with a 4.9/5 rating and a multi-disciplinary team of CAs, CSs and lawyers.

Talk to a Legal Suvidha expert today for a free consultation and an exact, transparent quote on WhatsApp — and get it done right the first time.