What is New Company ROC Compliance Overview
Mandatory Compliance to be done once the company is incorporated A certificate of Incorporation is issued on the day by the registrar of companies for a company registered to have its jurisdiction over the registered address of the company. Though legally the company has come into existence, it cannot start its operations without filing a declaration for the commencement of its business in Form 20A. For the purpose of filing of the declaration for the commencement of business, the following are pre-conditions.
- Convening of First Board meeting & Passing of the Board resolutions for various matters.
- Open a current bank account for the company
- Issue of Share Certificate to the shareholders.
- Filing for Declaration to Commence the Business (INC-20A)
- Professional Tax Registration of the Company (if Applicable)
- Appointment of the First Auditor of the Company
- Maintenance of Various Registers of the company at the registered office
- Form DIR 3 KYC.
Convincing of First Board Meeting:
The board meetings are a meeting of directors which is to be conducted at least once a quarter (the gap between the two meetings should not be more than 120 days) for a private limited company however, for a small company or One Person Company (OPC) (having a capital of fifty lacs and turnover of not more than two crores) a minimum of two meetings must be held within the financial year at a gap of six months. There is no limit on the maximum number of board meetings that can be held. The first meeting of the directors after incorporation of the companies is very important as it must discuss the various provisions of the Companies Act and a decision is to be made with respect to each such requirement.
Resolutions to be passed at the First Board Meeting:
Open a current bank account for the company.
To carry out transactions for business the company is required to open and maintain a current account with any bank in India through which all the receipts and payments of banking nature shall be transacted.
Issue of Share Certificate to the shareholders
The board of directors must issue a share certificate to the shareholders of the company within 60 days of becoming their shareholders. For a new company, the first subscriber becomes a shareholder from the date of incorporation. Hence, the share certificates to them must be issued by the board of directors. The share certificate shall be signed by the two directors or one director and company secretary of the company who shall mention the folio number, share certificate number and a distinctive number of shares for which the certificate is issued.
Filing for Declaration to Commence the Business (INC-20A)
The declaration to commence the business is filed in Form 20A with the ROC and it must be filed within 180 days of incorporation of the company. In other words, you get exactly 180 days to meet above pre-conditions of filing this declaration. In case a company fails to file the INC-20A within 180 Days then the CIN of the company gets blocked and eventually, the ROC would close the company
Professional Tax Registration of the Company (if Applicable)
Professional tax is not just the tax levied only on professionals. It is the tax on all kinds of professions, trade and employment. It is imposed by the following states: Karnataka, Bihar, West Bengal, Andhra Pradesh, Telangana, Maharashtra, Tamilnadu, Gujarat, Assam, Kerala, Meghalaya, Odisha, Tripura, Madhya Pradesh, and Sikkim
Appointment of the First Auditor of the Company.
As per Section 139 of the Companies Act, 2013 every company is required to appoint their first auditor within 30 days of incorporation by its board of directors. In case the board of directors fails to appoint the auditor within the said period of 30 days then they shall call an extraordinary general meeting of shareholders for appointing an auditor. The appointment of auditor through shareholder must be completed within 90 days. For the appointment of a director, the company is required to pass a resolution, obtain a concern letter and give appointment letter to the Auditor.
Maintenance of Various Registers of the company at the registered office
Every company is under obligation to maintain certain register under Section 85, Section 88, 185, etc. of the Companies Act, 2013. It is also required to keep and maintain at the registered office in the prescribed form, any failure in maintaining the statutory register is an offence for which company, as well as directors, may be fined and prosecuted.
DIR 3 KYC for Director
As per the Companies (Appointment and Qualification of Directors) Rules 2014, “every individual who has been allotted a Director Identification Number (DIN) as on 31st March of a financial year as per these rules shall submit e-form DIR-3-KYC to the Central Government on or before 30th April of immediate next financial year.