You Have a Certificate of Incorporation. Now What? The First 90 Days of Compliance for a Pvt Ltd or LLP

The certificate of incorporation arrives by e-mail with a CIN, a PAN, and a TAN, and the company exists. What the certificate does not come with is the calendar. Within 30 days a company must appoint an auditor and hold a board meeting; within 60 an LLP must file its agreement; within 180 a company must declare that its capital has been paid in or it cannot begin business; and long before any of those, the first invoice raised or the first salary paid creates a GST or TDS obligation with a deadline of its own.

This is the checklist we run for every entity we incorporate, in deadline order. Where a step carries a penalty for being missed, the penalty is stated, because that is what makes the order matter.

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The first 30 days

Step	Who	Deadline	Miss it and
Open the company bank account	Pvt Ltd, OPC, LLP	Immediately — everything downstream depends on it	Subscribers cannot pay in capital; INC-20A cannot be filed
Subscribers pay in the subscribed capital	Pvt Ltd, OPC	Before INC-20A; realistically within 30 days	The 180-day commencement declaration cannot be made
First board meeting	Pvt Ltd, OPC	Within 30 days of incorporation	Penalty on the company and every director in default
Appoint the first statutory auditor — Form ADT-1	Pvt Ltd, OPC	Board appoints within 30 days; ADT-1 filed within 15 days of appointment	If the board fails, the members must appoint at an EGM within 90 days; late filing fees accrue on ADT-1
File the LLP agreement — Form 3	LLP	Within 30 days of incorporation	₹100 a day of delay, uncapped
Issue share certificates	Pvt Ltd, OPC	Within 60 days of incorporation (start now)	Penalty on the company and officers; stamp duty on the certificates is due in the same window
Registered office: display the name and CIN	All	On incorporation	Fine per day of default
Statutory registers opened	Pvt Ltd, OPC	From the first board meeting	Register of members, directors, charges, and minutes are inspected in any diligence

The first board meeting does the heavy lifting: it takes note of the certificate, appoints the auditor, authorises the bank account, adopts the common seal if any, and records the subscribers’ capital. Its minutes are the first entry in the minute book and the first thing a due-diligence lawyer reads.

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Days 31 to 90

Step	Who	Deadline	Miss it and
GST registration	All, if applicable	Within 30 days of becoming liable — turnover above ₹40 lakh for goods or ₹20 lakh for services, or from day one if selling on marketplaces, inter-state, or wanting input credit	Cannot issue tax invoices; input tax credit on start-up costs lost until registered
Professional tax registration	All, in states that levy it — Punjab included	Within 30 days of employing anyone	Penalty and interest per the state act
Shops and establishment registration	All with premises	Within 30 days of starting	State-specific fines
Obtain the DSCs of any director who did not sign the incorporation	Pvt Ltd, OPC, LLP	Before the first ROC filing that needs them	Filings blocked
Set up the TDS machinery	All with a TAN	Before the first payment that attracts deduction — salary above the basic exemption, rent above ₹50,000 a month, contractor above ₹30,000, professional fee above ₹50,000	Interest at 1% a month for failure to deduct; 30% of the expense disallowed under 40(a)(ia)
First TDS deposit	All deductors	7th of the month following the first deduction	Interest at 1.5% a month from deduction to deposit
Share certificates issued and stamped	Pvt Ltd, OPC	Within 60 days of incorporation	Penalty; unstamped certificates are inadmissible as evidence of title
Startup India / DPIIT recognition	Eligible Pvt Ltd and LLPs	No deadline, but before the first year-end if the 80-IAC holiday is to be claimed from year one	Tax holiday not available for the year

The TDS row is the one new founders miss most. A company that pays its first salaries in month two, deducts nothing because “we are new,” and books rent to the director’s family without deduction has, by month four, an interest liability, a disallowance, and a mismatch in the landlord’s Form 26AS that surfaces at the landlord’s return. Our guides to TDS on rent and TDS on contractors set out the thresholds; for FY 2026-27 the same rules apply under Section 393 of the Income-tax Act 2025.

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Days 91 to 180

Step	Who	Deadline	Miss it and
Declaration of commencement of business — Form INC-20A	Pvt Ltd, OPC	Within 180 days of incorporation, after the subscribed capital has been received	Company cannot commence business or borrow; ₹50,000 penalty on the company, ₹1,000 a day on each officer up to ₹1 lakh; the Registrar may strike the company off
First quarterly TDS return — Form 26Q / 24Q, or Form 140 / 138 from FY 2026-27	All deductors	31 July, 31 October, 31 January, 31 May	₹200 a day late fee under 234E
Director KYC — DIR-3 KYC	Every director with a DIN	30 September each year	DIN deactivated; ₹5,000 to reactivate
First GST returns	Registered entities	GSTR-1 by the 11th and GSTR-3B by the 20th of the following month (or quarterly under QRMP)	Late fees per return, interest at 18% on tax paid late
Advance tax	All, if tax liability exceeds ₹10,000	15 June, 15 September, 15 December, 15 March	Interest under 234C for each missed instalment

INC-20A is the deadline with teeth. It cannot be filed until the subscribers have actually deposited their subscription money into the company’s account — so a bank account that took six weeks to open, or a subscriber who forgot to transfer the ₹1 lakh, has already consumed a third of the window. We calendar it from day one.

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Set up in the first 90 days, due later in the year

Obligation	Who	When
Annual general meeting	Pvt Ltd (OPC exempt)	First AGM within 9 months of the end of the first financial year; thereafter within 6 months of year-end
Financial statements — AOC-4	Pvt Ltd, OPC	Within 30 days of the AGM (or within 180 days of year-end for an OPC)
Annual return — MGT-7A	Pvt Ltd, OPC	Within 60 days of the AGM
Statement of accounts — Form 8	LLP	30 October
Annual return — Form 11	LLP	30 May
Statutory audit	Pvt Ltd and OPC always; LLP above ₹40 lakh turnover or ₹25 lakh contribution	Before the AGM / Form 8
Income-tax return	All	31 October where audited, 31 July otherwise (Section 263 of the 2025 Act from FY 2026-27)
Board meetings	Pvt Ltd	At least four a year, no more than 120 days apart

A company’s first financial year can run from incorporation to the following 31 March — or, if incorporated on or after 1 January, to the 31 March a year later. Choosing which, and the auditor who will sign it, is a first-board-meeting decision that shapes the whole first year’s calendar.

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The five things that go wrong most

1. INC-20A filed late, or not at all. Usually because the capital was never actually paid in. The company is legally unable to trade and the strike-off risk is real.
2. The LLP agreement never filed. Form 3 is often left because the partners “have the agreement” — but until it is filed, the LLP Act’s default terms govern, and the ₹100-a-day penalty runs.
3. No TDS in the first months. Salaries, rent to a related party, and the incorporation consultant’s own fee are all commonly paid gross by a new company that has a TAN and does not use it.
4. GST registered too late — or too early. A services startup selling inter-state or on a marketplace is liable from the first rupee; a local trader under the threshold who registers anyway inherits monthly returns it did not need.
5. Share certificates never issued. Discovered at the first funding round, when the investor’s lawyer asks for them and finds a blank register and unpaid stamp duty.

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What a CA-led incorporation includes that a portal does not

The form is the same. The difference is that the first-board-meeting minutes, the auditor’s consent, the share certificates, the LLP agreement filing, the TDS and GST setup, and the calendar of everything above are prepared as part of the same engagement — so the founder receives a company that is running, not a PDF. Our private limited registration service includes ADT-1 and INC-20A within the incorporation fee; ROC and secretarial compliance takes over the annual calendar from there; and automated compliance puts every date on a monitored tracker so nothing depends on someone remembering.

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Frequently asked questions

What is the deadline for INC-20A after incorporation?

180 days from the date of incorporation, and only after the subscribers have deposited their subscription capital in the company’s bank account. Until it is filed the company cannot commence business or borrow, and the penalty is ₹50,000 on the company plus ₹1,000 a day on each officer in default up to ₹1 lakh.

When must a new company appoint its first auditor?

The board appoints the first auditor within 30 days of incorporation and files Form ADT-1 within 15 days of the appointment. If the board does not, the members must appoint one at a general meeting within 90 days. The first auditor holds office until the first AGM.

Is the LLP agreement filed automatically at incorporation?

No. The LLP agreement must be executed on stamp paper and filed in Form 3 within 30 days of incorporation. Until it is filed the LLP Act’s default provisions govern the partners’ rights, and a penalty of ₹100 a day runs without cap.

When does a new company need GST registration?

Within 30 days of becoming liable: when aggregate turnover crosses ₹40 lakh for goods or ₹20 lakh for services, or from the start if the company makes inter-state supplies, sells through an e-commerce operator, or wants to claim input credit on its set-up costs. Many startups register voluntarily at incorporation for the credit alone.

Does a new company have to deduct TDS from its first month?

If it makes a payment that attracts deduction, yes — the TAN issued with the certificate of incorporation makes it a deductor from day one. Salaries above the basic exemption, rent above ₹50,000 a month, contractor payments above ₹30,000, and professional fees above ₹50,000 all require deduction at credit or payment, with deposit by the 7th of the following month.

What are the annual filings for a private limited company?

Financial statements in AOC-4 within 30 days of the AGM, the annual return in MGT-7A within 60 days of the AGM, DIR-3 KYC for every director by 30 September, ADT-1 on any change of auditor, and a statutory audit every year regardless of turnover — plus the income-tax return and, where registered, monthly or quarterly GST returns.

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Related reading

• Pvt Ltd vs LLP vs OPC vs Partnership: which entity to register in 2026
• Private Limited Company Registration — our service
• ROC & Secretarial Compliance — the annual calendar
• TDS Rate Chart FY 2026-27 under the Income-tax Act 2025
• Compliance Calendar FY 2025-26