Formalities after incoperation

Post Incorporation Compliances-Companies Act 2013

Congratulations! Now that you got the company registered, what care do you need to take to be on the rightside of the law. It makes a lot of economic sense to stay compliant. It helps in efficient and non- interrupted functioning of the Company. There are some crucial time bound compliances, especially when FDI is involved. There is always an urgency w.r.t opening of bank account but before doing that, Banks needs to be communicated and sensitised when inward remittance is flowing in from the Non-resident subscribers. Timely steps be taken for appointment of Auditors, GST and IEC (Import Export Number) registrations, wherever required (for further information you can visit our blog GST-Registration).

This blog will be of immense help to guide you through post-incorporation compliances.

• MAINTAIN A REGISTERED OFFICE (MANDATORY): The Companies which have not filed form for registered office (INC 22)at the time of incorporation, they are required to establish their registered office within 15 days of incorporation and file the said form (all within 15 days).

However, in the Companies (Amendment) Bill, 2017  which received the assent of the Hon’ble President of India on 3^rd January 2018 it is proposed to extend the time period for intimation of the registered office from 15 days to 30 days.

• 1ST BOARD MEETING: The first Board meeting is required to be held within in 30 days from the date of incorporation. Mainly, the Board of the company is required to consider the following matters in their first meeting:
  • Approval for opening of a Current Account,
  • Appointment of 1st Statutory Auditors,
  • Authorization for Statutory registrations.
• LETTER HEADS: Letter heads of the company with registered office name & address, CIN, telephone number, fax number, if any, e-mail and website addresses, if any, shall be printed.
• AFFIX A BOARD OUTSIDE REGISTERED OFFICE: Every Company shall affix a board outside the office stating its name and registered office address.
• GST/ IEC REGISTRATIONS: All the statutory registrations like GST IEC (Import Export Code) etc. may be applied for, depending on the type of the Company.
• BANK ACCOUNT: the company shall open a Current Account with a bank and the promoters shall contribute the subscription money to the said account.
• INWARD REMITTANCES FROM NON-RESIDENTS: In case the subscribers are non-residents, the share subscription money shall come by way of Inward remittance. KYC and Inward remittance reporting is to be done within 30 days with the Authorized Dealer Bank to RBI. The link for the website has been provided below:

FIRMS Portal – Reporting through Single Master Form (SMF)

• ISSUE OF SHARE CERTIFICATES: There are no pre-defined timelines to make payment for the subscribedcapital, however, Section 10(2) of the Companies Act 2013envisage that all monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company and also according to Section 56(4) of Companies Act 2013 provides thatcompany shall issue Share Certificates to the subscribers of Memorandum within 2 (two) months from the date of company incorporation.

Therefore, please ensure that Share subscription money is received before issuing Share certificates through proper banking channel.

Time-limits-for-allotment-and-issue-of-share-certificates

• FC-GPR (in case of Non-residents): Form FC-GPR is to be filed immediately after reporting of inward remittance. This filing is done online now.
• STAMP DUTY: Stamp Duty is to be paid within 30 days of Issue of Share Certificates. Stamp Duty varies from State to State and is therefore determined by the place (state) in which the registered office of the Company is situated.
• PROVIDENT FUND: A company employing more than 20 employees is liable to deduct PF contribution @ 12% of basic salary & ESIC @ 4.75% of salary(As per the latest notification, ESIC has raised the threshold wage limit from 15,000 to 21,000).
• MAINTAIN STATUTORY REGISTERS, MINUTE BOOKS: Company shall maintain all the statutory books, registers and minute books as stated in the Companies Act, 2013. Non-maintenance shall attract penal provisions.
• REGISTER OF MEMBERS: The name of the subscribers to be entered in the Register of Member with date of incorporation of the company as the date when subscribers are deemed to have become members of the company.

Recent Amendment

• MCA vide its notification dated 18^th December, 2018 has notified section 10A as inserted by Companies (Amendment) Ordinance, 2018. As per section 10 A, a Company having a share capital shall not commence any business or commence any borrowing powers unless-

1. Declaration for commencement of business is filed by a director within a period of 180 days from the date of incorporation that every subscriber to the memorandum has paid the value of shares agreed to be taken by him on the date of making of such declaration.
2. Verification of registered office within 30 days from the date of incorporation.

The above list may not be comprehensive. Any registration requirement, as regards a specific industry, be consulted well in advance to enable timely commencement of operations.