Post-Incorporation Compliances of Company

Following are the significant actions which need to be taken post company incorporation:

1. Filing of declaration of Commencement of Business by the company in form INC-20A.
Within 180 days, the company shall obtain a certificate of commencement of business. There is a requirement to file a disclosure made by the directors of the company stating that every subscriber has paid the amount due on the shares.

2. Share certificate
The share certificate shall be issued to a shareholder within 60 days from the date of incorporation

3. First Board meeting within 30 days from the date of Incorporation.
As per Section 173(1), of The Companies Act 2013, the company shall hold a meeting of the Board of Directors in less than 30 days from the date of its incorporation. Directors are permitted to attend the meeting either in person or through video conferencing.

4. Appointment of First Auditor
According to Section 139(1), the first auditor shall be appointed by the Board of Directors (BOD), within 30 days from the time the company is registered. Failing which, the members shall appoint the auditor within 90 days at an extraordinary general meeting. The term of the first auditor shall be until the conclusion of the first annual general meeting.

5. Disclosure of the director’s interest and declaration regarding disqualification in Form MBP-1 & DIR-8
At the first board meeting, every director shall disclose his interest in any company/firm/body corporate/association of individuals as outlined in section 184(1) of the Companies Act 2013. Any changes in the disclosures shall be intimated to the board in its first meeting held during each financial year. An independent director, if any, must give a declaration that he meets the criteria of independence during the first board meeting as a director.

Statutory registers

6. Statutory registers
The company shall be required to maintain statutory registers at the registered office of the company. The same shall be maintained in the prescribed form failing, which the company will be subject to penalties.

7. it’s all in the name
Every company shall be required to affix its name at all places from where it carries on its business operations. It shall be displayed in the language which is generally used in the locality. Additionally, letterheads with appropriate information and printed negotiable instruments.

8. Payment of stamp duty on issuance of share certificate
As per the requirement of the provision of the Indian Stamp Act 1899 every instrument must bear a stamp duty with proper amount and it must be paid to the concerned department within 30 days from the date of issue of share certificates (Revenue Department).

YEARLY COMPLIANCES
1) Minimum 4 board meeting with an interval of maximum 120 days between 2 consecutive board meeting,
2) Statutory audit of accounts,
3) Filing of annual return (form mgt-7),
4) Filing of financial statements (form aoc-4),
5) Holding an annual general meeting,
6) Preparation of directors’ report.
7) DIR-3 KYC

From 1st July 2015 onwards, every meeting of Board of Directors and Shareholders shall be conducted in consolidation with provisions of Secretarial Standards and Companies Act, 2013.

Event-Based Compliances

1) E form DPT-3 – Loan from Directors/Bank/Companies/Shareholders etc.
2) E Form MSME-1 – Pending payments to MSME
3) BEN – 2 – Disclosure of significant beneficial owner

MCA Allows companies to hold Extraordinary General Meetings through VC or OAVM complemented with e-Voting facility

MCA Allows companies to hold Extraordinary General Meetings through VC or OAVM complemented with e-Voting facility/simplified voting through registered emails without requiring the shareholders to physically assemble at a common venue till June 30, 2020.

1. MCA allows listed companies or companies with 1,000 shareholders or more which are required to provide an e-voting facility under the Companies Act, 2013 to conduct EGM through VC/ OAVM and e-Voting.

2. For other companies, a highly simplified mechanism for voting through registered emails has been put in place for easy compliance.

3. The facility for the appointment of proxies has been dispensed with, while representatives of bodies corporate will continue to get appointed for participation in such meetings.

4. Further, all resolutions passed through this framework will be required to file with the RoC within 60 days, so that such resolutions may be viewed publicly.

The Ministry’s circular dated 08 April 2020 is available at http://www.mca.gov.in/Ministry/pdf/Circular14_08042020.pdf

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