ROC and secretarial compliance
Post-Incorporation Compliance Checklist for Startups in India
A conditional starting-stage sequence for Indian private companies covering commencement, registered office, first Board, auditor, subscriber capital, share records, banking, tax, and accounting ownership.
10 min read
Short answer
After incorporation, do not run one universal checklist from memory. First record whether the company has share capital, when and how it was incorporated, whether section 10A applies, whether its registered office has been verified, whether it is government-controlled, and what its memorandum, articles, subscriber commitments, and incorporation records say. Then sequence the registered-office file, subscriber funding, commencement declaration where applicable, first Board meeting, first-auditor path, member and share records, bank controls, tax-applicability reviews, and accounting ownership. A certificate of incorporation starts the company; it does not prove that every conditional starting-stage duty is complete.
Start with facts, not a generic day-one list
| Fact to confirm | Evidence to inspect | Why it changes the path |
|---|---|---|
| Share capital and incorporation date | Certificate, memorandum, capital clause, subscriber sheet | Section 10A is conditional; it is not an INC-20A instruction for every incorporated entity. |
| Subscriber payment | Agreed share value, company-bank credit, remitter and narration | The section 10A declaration turns on payment for the shares agreed to be taken, not an unexplained founder transfer. |
| Registered office | Address, occupation rights, utility or other prescribed support, filed acknowledgement | The company needs an office capable of receiving communications and must complete the applicable verification path. |
| Government-company status | Ownership and control facts | The first-auditor appointing authority and sequence differ from the ordinary company path. |
| Company and security facts | Articles, subscriber list, class of shares, dematerialisation status | Member, certificate, depository, and beneficial-ownership controls cannot be chosen from the words private company alone. |
Build one dependency timeline for the first 180 days
| Timing anchor | Action and dependency | Completion evidence |
|---|---|---|
| Immediately after incorporation | Freeze the incorporation pack; identify directors, subscribers, capital, office, government-control, and sector facts; assign a company-law owner and a finance owner. | Controlled index with source, owner, status, and secure file location |
| Within 30 days | Confirm the registered office and its verification path under section 12. Hold the first Board meeting under section 173, with notices, agenda, participation, minutes, and director-interest disclosures appropriate to the facts. | Office acknowledgement; meeting file; signed disclosure register |
| Ordinary first-auditor path | For a non-government company, test section 139(6): Board appointment within 30 days from registration; if the Board fails, follow the member path rather than back-dating a resolution. Government-company paths require a separate section 139(7) analysis. | Consent and eligibility evidence, appointment decision, notice or filing working as applicable |
| Within two months | For subscribers to the memorandum, reconcile payment, member records, security mode, execution authority, and section 56 timing before delivering the applicable share evidence. | Bank-to-subscriber reconciliation; register entry; certificate or depository evidence |
| Within 180 days where section 10A applies | Confirm every subscriber has paid the value of shares agreed to be taken, confirm registered-office verification, obtain the director declaration through the current prescribed process, and retain acknowledgement before commencing business or borrowing. | Subscriber-payment schedule, reviewed declaration pack, filing acknowledgement |
| Before the first transaction and monthly thereafter | Approve invoice, bookkeeping, bank, payment, expense, payroll, tax-review, and record-retention ownership. Review registrations from actual activities, people, States, premises, and sector facts. | Accounting policy note, access matrix, monthly close checklist, applicability log |
These anchors do not all run independently. Subscriber money should reach a controlled company account before the section 10A evidence is signed off. The office file supports receipt of statutory communications. The first Board file should establish authority for bank operation, accounting access, record custody, and the first-auditor workflow without pretending that a Board resolution can cure an expired statutory step. When facts or dates conflict, record the exception and obtain company-secretary or legal review before filing or acting.
Use the first Board meeting to assign controls
- 01
Prepare a decision agenda
List the office, section 10A status, subscriber receipts, banking authority, first-auditor path, share records, books location, tax reviews, contracts, and record custodians. Include only decisions the Board is authorised and ready to take.
- 02
Collect director disclosures
Section 184 requires a director to disclose concern or interest at the first Board meeting in which that person participates, again at the first meeting of each financial year, and after a change. Keep the prescribed disclosure and conflict review with the meeting file; do not paste personal details into a general tracker.
- 03
Separate decision, filing, and evidence
A resolution records a decision. A statutory filing or notice communicates what the applicable law and rules require. The underlying consent, eligibility, payment, address, or register evidence supports the decision. Mark all three separately so an acknowledgement is not mistaken for substantive completion.
- 04
Close the minutes and action log
Record who prepares, reviews, signs, files, pays, and stores each item. Carry unresolved subscriber, office, auditor, banking, or registration facts into an exception queue with an owner and escalation date.
Reconcile subscriber money, members, and share evidence
Direct answer
Create one subscriber schedule linking the memorandum commitment, amount due, amount received, company-bank credit, member entry, share number or depository position, evidence date, preparer, and reviewer. Do not call an unexplained founder transfer paid-up capital until the identity, purpose, amount, and records agree.
- Match each subscriber exactly to the memorandum and agreed number and value of shares.
- Trace funds into the company account; investigate cash, third-party, combined, short, excess, or wrongly narrated receipts.
- Update the section 88 register of members with the prescribed particulars and maintain its controlled location.
- Check the current physical-certificate, dematerialisation, stamp, execution, and beneficial-ownership rules that apply to this company and security before issue.
- Link every certificate or depository position to its authority, member record, issue date, and secure evidence location.
- Escalate contradictions before signing a section 10A declaration or representing the capital as fully received.
Install banking, tax, and accounting ownership before scale
A bank account is an operating rail, not a compliance conclusion. Approve who may initiate, approve, and review payments; prohibit shared credentials and OTP forwarding; record bank charges and interest; and reconcile the account to the books. Keep subscriber receipts distinct from customer revenue, director funding, reimbursements, and loans. Classification errors created in the first month later contaminate tax returns, financial statements, DPT-3 review, and investor diligence.
| Workstream | Owner question | Minimum control |
|---|---|---|
| Books and records | Who maintains section 128 books and where? | Accrual and double-entry setup, chart of accounts, document trail, books-location decision, monthly close and reviewer |
| Banking and payments | Who initiates, approves, and reconciles? | Role-separated access, no shared secrets, payment evidence, bank reconciliation, exception review |
| Sales and invoicing | Who approves the first invoice and tax treatment? | Contract-to-customer master, invoice sequence, supply and place facts, collection mapping |
| Tax and payroll | Which activity, people, location, threshold, or payment triggers a review? | Applicability log for GST, TDS, payroll and State or sector obligations; owner, source, decision date and next trigger |
| Statutory records | Who owns originals and current copies? | Restricted index for incorporation, office, Board, auditor, member, share, filing and acknowledgement records |
Run a weekly exception queue until setup is stable
- 01
List every conditional item
Use one row per duty or control: trigger, applicable/not applicable/uncertain, statutory or internal date, prerequisite, owner, reviewer, evidence location, status, and source checked.
- 02
Review contradictions before dates
Prioritise unpaid or mismatched subscriber capital, unverified office evidence, an unappointed auditor, an overdue first Board meeting, business activity before section 10A clearance, and missing member or share records. A green calendar cannot cure conflicting evidence.
- 03
Escalate fact-specific questions
Obtain professional review for missed statutory steps, government-company status, altered capital, third-party subscriber payments, non-resident or beneficial-owner facts, dematerialisation questions, regulated activities, conflicting filings, or any request to back-date a record.
- 04
Close with evidence
Mark an item complete only when the decision, approval, filing or notice, acknowledgement, underlying record, and next recurring trigger are stored and independently reviewed. Portal acceptance alone does not prove the underlying facts were correct.
Sources and review
Published by ThynkBored. Published 13 July 2026. Content review completed 13 July 2026.
- Companies Act, 2013 — section 10A: Commencement of business, etc.
India Code, Government of India. Accessed 13 July 2026.
Supports: Conditional application to a company incorporated after the specified amendment commencement and having share capital; Subscriber-payment declaration and registered-office verification prerequisites before business commencement or borrowing; One-hundred-and-eighty-day declaration period and possible consequences of non-filing.
- Companies Act, 2013 — section 12: Registered office of company
India Code, Government of India. Accessed 13 July 2026.
Supports: Registered office capable of receiving communications within thirty days of incorporation; Verification of the registered office within the statutory period; Registered-office evidence and later-change controls remain distinct from incorporation.
- Companies Act, 2013 — section 173: Meetings of Board
India Code, Government of India. Accessed 13 July 2026.
Supports: First Board meeting within thirty days of incorporation; Later Board-meeting rules, participation methods, and class-specific qualifications require separate review.
- Companies Act, 2013 — section 184: Disclosure of interest by director
India Code, Government of India. Accessed 13 July 2026.
Supports: Director disclosure at the first Board meeting in which the director participates; Renewed disclosure at the first Board meeting of each financial year and after a change.
- Companies Act, 2013 — section 139: Appointment of auditors
India Code, Government of India. Accessed 13 July 2026.
Supports: Ordinary-company first-auditor Board and member sequence under section 139(6); Separate government-company first-auditor sequence under section 139(7); First-auditor work is distinct from the later AGM appointment path.
- Companies Act, 2013 — section 56: Transfer and transmission of securities
India Code, Government of India. Accessed 13 July 2026.
Supports: Two-month delivery period for certificates relating to subscribers to the memorandum; Share evidence must be coordinated with the applicable security and transfer framework.
- Companies Act, 2013 — section 88: Register of members, etc.
India Code, Government of India. Accessed 13 July 2026.
Supports: Company duty to keep a register of members by class of equity and preference shares; Member records remain a separate control from bank receipts and certificate delivery.
- Companies Act, 2013 — section 128: Books of account, etc., to be kept by company
India Code, Government of India. Accessed 13 July 2026.
Supports: Company books, relevant papers, and financial statements must explain transactions and give the required view; Books use accrual basis and double-entry and have controlled location and electronic-mode conditions.
This guide is educational starting-stage guidance, not a legal conclusion for a particular company. Company type, incorporation date, share capital, memorandum and articles, government ownership or control, subscriber identity and payment route, registered-office facts, director participation and interests, auditor eligibility, security class, dematerialisation and beneficial-ownership rules, non-resident investment, banking terms, regulated activity, employment, premises, State, tax profile, and later amendments can change the required sequence. MCA forms, authentication, attachments, fees, and portal workflows can also change. Verify current law and the live filing process before acting. Do not back-date minutes, declarations, registers, certificates, receipts, or approvals, and do not treat an acknowledgement or master-data display as proof that the underlying company records are correct.
Find the first broken dependency
Share the incorporation date, company type, whether it has share capital, the broad office and subscriber-payment status, the nearest starting-stage deadline, and which workstreams are complete or uncertain. ThynkBored can help separate routine setup from issues needing company-secretary, legal, tax, or accounting review.
List record categories and status only, such as incorporation, office, subscriber payment, Board, auditor, member register, share evidence, bank, tax review, and books setup. Do not send or upload certificates, memorandum or articles, PAN, DIN, Aadhaar, addresses, personal contact details, bank data, payment proofs, signed resolutions or minutes, auditor files, registers, beneficial-owner data, portal credentials, OTPs, passwords, DSC tokens or PINs, or document contents through the form; agree a secure handoff first.
Diagnose this issueQuestions owners ask
What should founders do immediately after company incorporation?
Freeze the incorporation pack and identify the company, share-capital, office, subscriber, director, auditor, government-control, banking, tax, and sector facts. Assign owners, test whether section 10A applies, build the first-30-day and conditional 180-day sequence, reconcile subscriber money, and keep Board, member, share, books, and filing evidence in one controlled index.
Why is post-incorporation compliance important?
Early control prevents the company from starting business or borrowing before a conditional commencement gate is cleared, missing office, Board, auditor, or share-record steps, confusing subscriber capital with revenue or loans, and building tax and accounting processes on contradictory data. It also creates evidence that later annual filing, diligence, banking, and finance work can rely on.
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