TL;DR: First Year Compliance at a Glance
📌 TL;DR - First Year Compliance Services at a Glance
Newly incorporated private limited companies face nine specific first-year filings under the Companies Act 2013: first board meeting (30 days), first auditor with ADT-1 (30+15 days), INC-20A (180 days), share certificates (60 days), first AGM (9 months from first FY end - no extension), first AOC-4, first MGT-7 or MGT-7A, DIR-3 KYC, and DPT-3. Patron first-year pack from Rs 30,000.
Year one is the highest-risk compliance window in a company's life. Two filings - INC-20A under Section 10A and first auditor appointment under Section 139(6) - have penalty regimes severe enough to trigger strike-off or director disqualification. The first AGM under Section 96 proviso has no statutory extension - the ROC cannot grant one. Both clocks run from incorporation, not from when the founder remembers.
Below is the quick-reference summary covering governing provisions (Sections 2(41), 96, 137, 139(6), 173, 92, 10A), the extended first FY rule (up to 15 months if incorporated on or after 1 January), the 9-month first AGM deadline with no extension available, the 30-day first auditor window with ADT-1 now mandatory per the 14 July 2025 MCA amendment (Companies (Audit and Auditors) Amendment Rules 2025 via G.S.R. 359(E) dated 30 May 2025), the 180-day INC-20A clock under Section 10A, and Patron's Rs 30,000 first-year pack.
| Parameter | Detail |
|---|---|
| Governing Provisions | Companies Act 2013 Sections 2(41), 10A, 12, 56(4), 92, 96, 137, 139(6), 141, 147, 173, 248, 403, 450; Companies (Incorporation) Rules 2014 Rule 23A; Companies (Accounts) Rules 2014; Companies (Audit and Auditors) Amendment Rules, 2025 (G.S.R. 359(E) dated 30 May 2025, effective 14 July 2025) |
| First Financial Year | Up to 15 months if incorporated on or after 1 January (Section 2(41)). Else first FY ends 31 March of same calendar year. |
| First AGM Deadline | 9 months from first FY end (Section 96 proviso) - NO extension available, unlike subsequent AGMs which can be extended up to 3 months by ROC |
| First Auditor Window | 30 days from incorporation by Board (Section 139(6)); 90 days by EGM if Board fails. ADT-1 within 15 days of appointment mandatory from 14 July 2025 per Companies (Audit and Auditors) Amendment Rules 2025. |
| INC-20A Deadline | 180 days from incorporation under Section 10A read with Rule 23A of Companies (Incorporation) Rules 2014 |
| First-Year Penalty Risk | INC-20A default: Rs 50,000 on company + Rs 1,000 per officer per day + Section 248 strike-off risk. First auditor default: Section 147 (Rs 25,000 - Rs 5,00,000) + Section 450 penalties. AOC-4 / MGT-7 late filing: Rs 100/day per form additional fee under Section 403. |
| Patron First-Year Pack | Rs 30,000 one-time (compliance only); Rs 40,000 with monthly bookkeeping, GST, and TDS for first FY; Rs 8,000 + actuals for INC-20A late-filing recovery |
What Is First Year Compliance?
First year compliance is the package of post-incorporation governance setup, event-based ROC filings, and first annual returns that every Indian private limited company must complete between the date of incorporation and the close of its first annual filing window.
The pattern differs from ongoing compliance in three structural ways. First, the first financial year can extend up to 15 months under Section 2(41) of the Companies Act 2013 when the company is incorporated on or after 1 January. Second, the first AGM gets 9 months from FY end under Section 96 proviso (versus 6 months for subsequent AGMs), with no extension allowed. Third, six event-based filings - first board meeting, first auditor appointment, INC-20A, share certificates, DIR-3 KYC, DPT-3 - happen only once and are easy to miss.
⚠ The 14 July 2025 MCA amendment changed the rules: Per Companies (Audit and Auditors) Amendment Rules, 2025 notified via G.S.R. 359(E) dated 30 May 2025, filing of Form ADT-1 within 15 days of first auditor appointment is now MANDATORY for every newly incorporated company. Previously ADT-1 for first auditor (appointed by Board under Section 139(6)) was best practice but not strictly required. Companies incorporated on or after 14 July 2025 must include ADT-1 filing in their post-incorporation compliance checklist - non-filing risks Section 147 and Section 450 penalties.
Key Terms for First Year Compliance:
First financial year (Section 2(41)): If incorporated on or after 1 January, the first FY can extend up to 31 March of the following year - a window of up to 15 months. If incorporated before 1 January, the first FY ends 31 March of the same calendar year.
First AGM (Section 96 proviso): Annual General Meeting of a newly incorporated company. Must be held within 9 months from the end of the first FY. Cannot be extended by ROC, unlike subsequent AGMs which can be extended up to 3 months.
First auditor (Section 139(6)): Statutory auditor appointed by Board within 30 days of incorporation. Holds office until the conclusion of the first AGM. If the Board fails, members can appoint within 90 days via EGM ordinary resolution.
ADT-1 for First Auditor: Form ADT-1 filed with ROC within 15 days of first auditor appointment. Mandatory from 14 July 2025 per Companies (Audit and Auditors) Amendment Rules, 2025 (G.S.R. 359(E) dated 30 May 2025). Previously optional best practice.
INC-20A Commencement of Business (Section 10A): Mandatory declaration filed within 180 days of incorporation confirming that subscribers have paid for their shares and the registered office details have been verified under Section 12. Penalty for default: Rs 50,000 on company plus Rs 1,000 per day per officer; can trigger Section 248 strike-off under Section 10A(3).
Rule 23A of Companies (Incorporation) Rules 2014: Prescribes Form INC-20A and the 180-day filing window under Section 10A.
Share Certificate (Section 56(4)): Share certificates in Form SH-1 must be issued to subscribers within 60 days of allotment. Stamp duty payable per state-specific rates.
First Board Meeting (Section 173): First meeting of the Board must be held within 30 days of incorporation. Typical agenda: appoint first auditor, authorise bank account opening, resolve to file INC-20A, approve registered-office address proof.
First DIR-3 KYC: Every director with a DIN allotted during the year files DIR-3 KYC by 30 September of the financial year following DIN allotment. Per G.S.R. 943(E) dated 31 December 2025 (effective 31 March 2026), subsequent KYC is triennial under substituted Rule 12A using Form DIR-3 KYC Web.
Section 2(85) Small Company: Per G.S.R. 880(E) dated 1 December 2025 amending Rule 2(1)(t), a private company with paid-up capital up to Rs 10 crore AND turnover up to Rs 100 crore qualifies as a small company - files MGT-7A (not MGT-7). Holding and subsidiary companies excluded by proviso to Section 2(85).
Section 10A(2) Penalty: For INC-20A default - Rs 50,000 on company + Rs 1,000 per day per officer in default. Section 10A(3) authorises ROC to initiate Section 248 strike-off if INC-20A is not filed.
Who Needs First Year Compliance Service?
First year compliance applies to every Indian private limited company, OPC, and Section 8 company from the date of incorporation until the first annual return is filed with the ROC. The service is targeted at:
- First-time founders who incorporated through SPICe+ in the last 12 months and have not yet appointed a first auditor or filed INC-20A
- Promoters whose company has crossed the 180-day INC-20A window and now face Rs 50,000 plus Rs 1,000 per day per officer penalty under Section 10A(2)
- SaaS, D2C, and services startups whose first FY ends 31 March 2026 and who must hold first AGM by 31 December 2026 (no extension under Section 96 proviso)
- Foreign-promoted Indian subsidiaries needing FC-GPR within 30 days of share allotment in addition to first-year ROC filings
- Companies incorporated on or after 1 January with an extended first FY of up to 15 months (Section 2(41))
⚠ No extension rule: First AGM cannot be extended under Section 96. Subsequent AGMs can get a three-month extension, but the first cannot - Section 99 prosecution is the only remedy for default. Plan backwards from the 9-month deadline. For a company with FY ending 31 March 2026, the first AGM must be held by 31 December 2026.
What Patron Delivers in First-Year Compliance
| Service | What We Do |
|---|---|
| 1. Post-Incorporation Governance Setup | First board meeting agenda and minutes under Section 173, statutory register opening (members, directors, share transfers, charges, KMP), DSC and DIN status check, registered-office signage verification under Section 12, INC-22 if pending. |
| 2. First Auditor Appointment | Auditor consent letter, eligibility check under Section 141, board resolution under Section 139(6), ADT-1 filing within 15 days - mandatory from 14 July 2025 per Companies (Audit and Auditors) Amendment Rules 2025 (G.S.R. 359(E) dated 30 May 2025). |
| 3. INC-20A Commencement Filing | Director declaration of paid-up subscription, bank-statement evidence showing capital received, INC-22 office verification, INC-20A filing within 180 days of incorporation under Section 10A read with Rule 23A of Companies (Incorporation) Rules 2014. |
| 4. Share Certificate and Statutory Register | SH-1 share certificates issued within 60 days of allotment under Section 56(4), statutory register of members, share-transfer register opening, stamp duty paid on share certificates as per state-specific rates. |
| 5. First AGM, AOC-4, and Annual Return | AGM notice with 21 clear days under Section 101, AGM minutes signed within 30 days, first AOC-4 within 30 days of first AGM under Section 137, first MGT-7 or MGT-7A within 60 days of first AGM under Section 92. |
| 6. First-Year Add-Ons | DIR-3 KYC for every DIN-holding director (first filing by 30 September after DIN allotment; triennial cycle thereafter per G.S.R. 943(E)), DPT-3 for any non-deposit money received under Rule 16A, BEN-2 if 10%+ significant beneficial ownership applies under Section 90, MSME-1 half-yearly return where applicable. |
Patron First-Year Procedure: 6 Steps from Incorporation to MGT-7A
Patron runs every first-year engagement through a structured 6-step protocol starting the day the Certificate of Incorporation is in hand. The full cycle runs 9 to 15 months depending on incorporation date and the Section 2(41) extended FY rule. Each step is calendared back-to-back so no Section 10A, Section 96, or Section 139(6) deadline is ever missed.
Onboarding (Day 1 to 7)
Pull SPICe+ documents, MOA, AOA, share subscription details from MCA records. Open the statutory register (members, directors, charges, KMP). Activate DSCs for all directors. Verify DIN status on MCA portal. Confirm registered office signage under Section 12. Map the first FY end date (31 March of the next calendar year if incorporated on or after 1 January, per Section 2(41)).
First Board Meeting + First Auditor (Day 8 to 30)
First board meeting held within 30 days of incorporation under Section 173. Resolutions passed for: appointment of first auditor under Section 139(6), bank account opening, authorising INC-20A filing, approving registered-office address proof. Statutory auditor consent letter obtained with eligibility certificate under Section 141. Minute book opened.
ADT-1 + Share Certificates (Day 30 to 60)
ADT-1 filed within 15 days of auditor appointment - MANDATORY from 14 July 2025 per Companies (Audit and Auditors) Amendment Rules 2025 (G.S.R. 359(E) dated 30 May 2025). Share certificates SH-1 issued to subscribers within 60 days of allotment under Section 56(4) with stamp duty paid. Register of members updated. Share-transfer register opened.
INC-20A Filing (Day 60 to 180)
Confirm subscribers have paid for shares (bank statement evidence). File INC-20A under Section 10A read with Rule 23A of Companies (Incorporation) Rules 2014 - DEADLINE 180 days from incorporation. Verify registered office under Section 12 and file INC-22 if pending. Default exposes the company to Rs 50,000 + Rs 1,000/day per officer + Section 248 strike-off risk.
Audit, AGM Notice, First AGM (End of FY to AGM)
Coordinate statutory audit under Section 143 with auditor UDIN signature. Prepare directors' report and AOC-4 attachments. Draft AGM notice with 21 clear days under Section 101 and explanatory statement under Section 102 if special business. Hold first AGM within 9 months of first FY end under Section 96 proviso - NO ROC extension available.
AOC-4 + MGT-7A + DIR-3 KYC + DPT-3 (Post-AGM)
File first AOC-4 within 30 days of first AGM under Section 137 with audited financials, directors' report, and auditor report. File first MGT-7 or MGT-7A within 60 days under Section 92 (MGT-7A for small companies under Section 2(85)). First DIR-3 KYC by 30 September after DIN allotment (triennial thereafter per G.S.R. 943(E)). DPT-3 by 30 June under Rule 16A if any non-deposit money received.
Documents Required for First-Year Compliance
The documents below cover all 9 first-year filings and the 6 event-based compliance items. Patron prepares missing items in-house wherever feasible.
Incorporation Records
- Certificate of Incorporation, MOA, AOA, and SPICe+ Part B acknowledgement
- DSC of every director and current DIN status for all directors
- PAN and TAN of the company
For INC-20A Filing (Section 10A)
- Share subscription details and bank statements showing paid-up capital received from subscribers
- Registered office proof and NOC from premises owner
- Verified registered office under Section 12 (utility bill, rent agreement, NOC)
- Director declaration of paid-up subscription
For First Auditor Appointment (Section 139(6) + ADT-1)
- Auditor consent letter (Form ADT-1 Annexure A)
- Auditor eligibility certificate under Section 141
- Board resolution appointing the auditor
- Auditor firm PAN, ICAI membership number, and UDIN
For Share Certificates (Section 56(4))
- Share allotment register
- SH-1 share certificate template with company seal
- Stamp duty proof (state-specific rates)
For First AGM and AOC-4 / MGT-7A
- Draft first board meeting agenda and minutes
- Audited financial statements signed by auditor with UDIN
- Directors' report under Section 134
- AGM notice with 21 clear days under Section 101 and explanatory statement under Section 102
- AGM attendance sheet and signed minutes
For Add-On Filings
- List of beneficial owners (for BEN-2 if applicable - 10%+ significant beneficial ownership under Section 90)
- Schedule of any non-deposit money received during the FY (for DPT-3 under Rule 16A)
- Director KYC declarations and identity / address proofs (for first DIR-3 KYC)
Common First-Year Compliance Pitfalls - and How Patron Solves Them
| Challenge | Impact | How Patron Accounting Solves It |
|---|---|---|
| 1. INC-20A missed within 180 days | Rs 50,000 on company + Rs 1,000 per officer per day under Section 10A(2). Section 10A(3) authorises ROC to initiate Section 248 strike-off proceedings. Common when founders defer the bank account opening. | Patron files INC-20A on a priority track with paid-up subscription evidence and Section 12 office verification. Where the deadline is missed, we manage the additional-fee filing (Rs 8,000 + actuals recovery pack) and any ROC notice response. |
| 2. First auditor not appointed within 30 days | Board misses the Section 139(6) 30-day window. The financial statement signature chain is blocked, which in turn blocks AOC-4 and MGT-7 filings. Common when founders shop multiple CAs without locking one. | Patron triggers the Section 139(6) backup - 90-day EGM appointment by members. Drafts the EGM notice, runs the ordinary resolution, and files ADT-1 within 15 days of the EGM appointment (mandatory per G.S.R. 359(E)). |
| 3. Founders treat ADT-1 as optional for first auditor (pre-July 2025 position) | Until 14 July 2025, ADT-1 for first auditor appointed by Board under Section 139(6) was best practice but not mandatory. Many founders and even some CAs still follow the old position - which now risks Section 147 (Rs 25,000 - Rs 5,00,000) and Section 450 penalties. | From 14 July 2025 the Companies (Audit and Auditors) Amendment Rules 2025 (G.S.R. 359(E)) made ADT-1 mandatory for first auditor. Patron files ADT-1 in every first-year engagement regardless of pre-2025 practice; non-filing risk eliminated. |
| 4. First AGM date missed (6-month vs 9-month confusion) | Founders apply the 6-month subsequent-AGM rule instead of the 9-month first-AGM proviso under Section 96. Or worse, assume ROC can grant an extension - it cannot for the first AGM. Default triggers Section 99 prosecution. | Patron applies Section 96 proviso - 9 months from first FY end - and locks the AGM date in the first board meeting. No extension is available; missing this date triggers Section 99 prosecution. Calendared backwards from the 9-month deadline. |
First-Year Compliance Pricing
| Fee Component | Amount |
|---|---|
| First-Year Compliance Pack - First board meeting, ADT-1 (mandatory per G.S.R. 359(E)), INC-20A under Section 10A, SH-1 share certificates, first AGM facilitation, first AOC-4 (Section 137), first MGT-7 or MGT-7A (Section 92), DIR-3 KYC, DPT-3. | Rs 30,000 one-time (Exl GST and Govt fees) |
| First-Year + Bookkeeping - All of the above plus monthly bookkeeping, GST returns, and TDS for the first FY. Full-service variant for founders without an in-house accountant. | Rs 40,000 one-time (Exl GST and Govt fees) |
| INC-20A Late-Filing Recovery - Penalty mitigation, additional-fee filing under Section 403, ROC notice response if deadline missed. For companies past the 180-day Section 10A window. | Rs 8,000 + actuals (Exl GST) |
| First Audit Coordination - Audit-firm appointment, statutory audit preparation, directors' report drafting under Section 134, AOC-4 attachment compilation. | Quoted on scope |
| Statutory ROC Filing Fees (under Companies (Registration Offices and Fees) Rules 2014) | At actuals by authorised capital slab |
| Stamp Duty on Share Certificates (state-specific) | At actuals |
| DSC Charges (Class 3) | At actuals |
| Late-Filing Penalty Exposure (Without Patron Pack) | See penalty schedule below |
| INC-20A Default - Section 10A(2) | Rs 50,000 on company + Rs 1,000/day per officer in default |
| INC-20A Strike-Off Risk - Section 10A(3) + Section 248 | ROC can initiate strike-off proceedings |
| First Auditor Default - Section 147 | Rs 25,000 to Rs 5,00,000 on company |
| First Auditor Default - Section 450 (General Penalty) | Rs 10,000 + Rs 1,000/day per officer in default |
| AOC-4 / MGT-7 Late Filing - Section 403 Additional Fee | Rs 100/day per form, NO upper cap |
| AOC-4 Late Filing Penalty - Section 137(3) Post-2020 Amendment | Company cap Rs 2,00,000 / Officer cap Rs 50,000 (decriminalized) |
| MGT-7 / MGT-7A Late Filing Penalty - Section 92(5) Post-2020 Amendment | Company cap Rs 2,00,000 / Officer cap Rs 50,000 (decriminalized) |
| Small Company Half-Penalty under Section 446B | Halves Section 137(3) / 92(5) caps for small companies under Section 2(85) |
| Section 164(2) Director Disqualification Risk | 5-year disqualification after 3 consecutive years of default |
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.
Get a free First Year Compliance consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.
First-Year Compliance Timeline - Day-by-Day
| Stage | Estimated Timeline |
|---|---|
| Day 30 - First board meeting; first auditor appointed | Section 173 + Section 139(6) |
| Day 30 + 15 (Day 45) - ADT-1 filed | Section 139(6) read with G.S.R. 359(E) - MANDATORY from 14 Jul 2025 |
| Day 60 - Share certificates SH-1 issued to subscribers | Section 56(4) - within 60 days of allotment |
| Day 180 - INC-20A Commencement of Business filed | Section 10A + Rule 23A - HARD STOP, Rs 50k + Rs 1k/day penalty if missed |
| End of first FY (31 March) - Statutory audit signed; financial statements adopted | Section 134 + Section 143 |
| Within 9 months of FY end - First AGM held | Section 96 proviso - NO ROC extension available |
| AGM + 30 days - First AOC-4 filed | Section 137 |
| AGM + 60 days - First MGT-7 or MGT-7A filed | Section 92 |
| 30 September of next FY - First DIR-3 KYC for every DIN-holding director | Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 |
| 30 June of next FY - First DPT-3 if any deposit or non-deposit money received | Rule 16A of Companies (Acceptance of Deposits) Rules 2014 |
| Patron End-to-End First-Year Cycle | 9 to 15 months depending on incorporation date (Section 2(41) extended FY rule) |
⚠ The first AGM has NO statutory extension under Section 96 proviso. Subsequent AGMs can be extended up to 3 months by ROC under Section 96(1) - but the first cannot. Default triggers Section 99 prosecution. For a company incorporated in February 2025 with first FY ending 31 March 2026 (extended FY under Section 2(41)), the first AGM must be held by 31 December 2026. Plan backwards from this hard date.
For a personalised first-year calendar pinned to your actual incorporation date, call +91 945 945 6700. All Patron fees listed are indicative and do not constitute a binding offer. Final amounts depend on incorporation date (affects extended FY rule), number of subscribers (share certificate volume), foreign promoter status (FC-GPR overlay), and whether the company has crossed the 180-day INC-20A window. Government fees, stamp duty, DSC charges, and audit firm fees are billed separately at actuals.
Why Use a CA + CS Firm for First-Year Compliance
INC-20A 180-Day Deadline Discipline
The single most common first-year default. Section 10A(2) penalty is Rs 50,000 + Rs 1,000/day per officer. Section 10A(3) authorises Section 248 strike-off. Patron calendars INC-20A in the first board meeting and files inside 90 days of incorporation as a default policy.
ADT-1 Mandatory From 14 July 2025
G.S.R. 359(E) dated 30 May 2025 (Companies (Audit and Auditors) Amendment Rules 2025) made ADT-1 mandatory for first auditor appointment. Many founders and CA firms still follow the pre-July 2025 optional position. Patron files ADT-1 within 15 days of board appointment in every engagement.
Section 96 Proviso (9-Month) Lock
First AGM has no ROC extension - unlike subsequent AGMs which can be extended up to 3 months. Default triggers Section 99 prosecution. Patron locks the first AGM date in the first board meeting and calendars all dependent filings (audit, AOC-4 in 30 days, MGT-7A in 60 days) backwards from it.
Section 139(6) Backup Path
If the Board misses the 30-day window to appoint the first auditor, Section 139(6) allows members to appoint within 90 days via EGM ordinary resolution. Patron triggers this backup automatically, drafts the EGM notice, runs the resolution, and files ADT-1 within 15 days of the EGM.
Section 2(41) Extended FY Mapping
If incorporated on or after 1 January, the first FY can extend up to 15 months. Founders often miss this and try to close books at 31 March of the same calendar year - triggering unnecessary audit costs and a wasted AOC-4. Patron maps the extended FY end correctly on Day 1.
MGT-7 vs MGT-7A Classification
Per G.S.R. 880(E) dated 1 December 2025, small-company thresholds are Rs 10 cr paid-up + Rs 100 cr turnover. Newly incorporated companies typically qualify - file MGT-7A. Holding companies under Section 2(46) excluded from small-co status by proviso to Section 2(85) - must file full MGT-7. Patron locks classification on Day 1.
Trusted by New-Generation Founders Across India
10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years Experience
First-Year Cycle Outcome Proof
- 340+ first-year compliance engagements in FY 2024-25 across SaaS, D2C, services, and manufacturing startups
- 100 percent on-time INC-20A across all first-year clients - zero Section 10A(2) penalty exposures
- 100 percent on-time first AGM - all clients held first AGM inside the 9-month Section 96 proviso window
- 42 INC-20A late-filing recoveries for founders who came to us past the 180-day window - all closed without Section 248 strike-off proceedings
- Multi-sector profile: 45% SaaS / tech, 22% D2C / e-commerce, 18% professional services, 15% manufacturing / industrial
Pan-India Reach
With offices in Pune, Mumbai, Delhi, and Gurugram, Patron Accounting serves first-year compliance engagements across all ROC jurisdictions. Trusted by Hyundai, Asian Paints, Bridgestone, and 500+ growing companies including newly incorporated subsidiaries and foreign-promoted Indian entities.
First Year vs Ongoing Year Compliance
| Parameter | First Year (Year 1) | Ongoing (Year 2 onwards) |
|---|---|---|
| Financial year length | Up to 15 months under Section 2(41) if incorporated on or after 1 January | 12 months (April to March) |
| AGM deadline from FY end | 9 months (Section 96 proviso) | 6 months (Section 96 main) |
| AGM extension by ROC | NOT available | Up to 3 months available under Section 96(1) |
| Auditor appointment | Within 30 days by Board (Section 139(6)); 90 days by EGM if Board fails | 5-year term at AGM (Section 139(1)) |
| ADT-1 filing | Within 15 days of board appointment - MANDATORY from 14 Jul 2025 per G.S.R. 359(E) | Within 15 days of AGM |
| INC-20A | Within 180 days of incorporation (one-time) under Section 10A | Not applicable |
| Share certificates (SH-1) | Within 60 days of allotment under Section 56(4) | Within 60 days of allotment, only when shares allotted |
| DIR-3 KYC | First filing by 30 September after DIN allotment | Triennial from FY 2026-27 under G.S.R. 943(E) dated 31 December 2025 (effective 31 March 2026) |
| Director disqualification trigger | INC-20A non-filing under Section 10A(3) can trigger Section 248 strike-off; first auditor non-appointment blocks AOC-4 chain | 3 consecutive defaults of AOC-4 / MGT-7 under Section 164(2) |
| Late-filing penalty cap (AOC-4 / MGT-7) | Section 403 Rs 100/day per form (no cap) + Section 137(3) / 92(5) penalty caps (Company Rs 2,00,000 / Officer Rs 50,000 post-2020 Amendment) | Same as Year 1 post-2020 Amendment |
| Patron fee | Rs 30,000 one-time (compliance pack); Rs 40,000 with monthly books | Rs 18,000 - Rs 35,000 annual retainer depending on company size |
Related Patron Services for Newly Incorporated Companies
First-year compliance connects naturally to other Patron service lines once the first AGM cycle closes:
- Private Limited Company Compliance - the ongoing annual pack for year 2 onwards.
- Pvt Ltd Annual Compliance - full annual filing bundle for established companies.
- Appointment of Auditor - subsequent ADT-1 filing at AGM under Section 139(1).
- Appointment of Director - DIR-12 and statutory register updates if board strength changes during year one.
- DSC Registration - new and renewed DSCs for every director and CFO authorised on the MCA portal.
- Director KYC - DIR-3 KYC for every DIN holder; triennial from FY 2026-27 per G.S.R. 943(E).
- Compliance Calendar - month-by-month tracker pinned to the company's actual incorporation date.
Legal Framework: Acts, Sections, Rules, and Notifications
Governing Legislation
- Companies Act, 2013 - Master statute. Key sections for first-year compliance: 2(41) financial year; 2(85) small company; 10A commencement of business; 12 registered office; 56(4) share certificate timeline; 92 annual return; 96 AGM (with 9-month proviso for first AGM); 134 directors' report; 137 financial-statement filing; 139(6) first auditor; 141 auditor qualifications; 143 audit; 147 auditor-default penalty; 173 board meetings; 248 strike-off; 403 additional fee for late filing; 446B half-penalty for small companies; 450 general penalty.
- Companies (Incorporation) Rules, 2014 - Rule 23A prescribes Form INC-20A and the 180-day timeline under Section 10A.
- Companies (Accounts) Rules, 2014 - Rule 8 prescribes Form AOC-4 and the 30-day-from-AGM filing window.
- Companies (Audit and Auditors) Amendment Rules, 2025 - G.S.R. 359(E) dated 30 May 2025, effective 14 July 2025. Substitutes Forms ADT-1 to ADT-4. Adds a specific "First Auditor" appointment category under "Nature of Appointment" dropdown. ADT-1 filing now mandatory for first auditor appointed by Board under Section 139(6). Previously optional best practice; some companies and CA firms still follow the pre-2025 position - which now risks Section 147 / 450 penalties.
- Companies (Specification of Definition Details) Amendment Rules, 2025 - G.S.R. 880(E) dated 1 December 2025. Substitutes Rule 2(1)(t) - small company thresholds Rs 10 crore paid-up capital + Rs 100 crore turnover. Newly incorporated pvt ltds typically qualify for MGT-7A (signed by single director).
- Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 - G.S.R. 943(E) dated 31 December 2025, effective 31 March 2026. Substitutes Rule 12A introducing triennial DIR-3 KYC Web (one consolidated form replacing DIR-3 KYC + DIR-3 KYC Web). Affects subsequent KYC after first filing.
Year 1 Penalty Exposure
- INC-20A default (Section 10A(2)): Rs 50,000 on company + Rs 1,000 per day per officer in default. Section 10A(3) authorises ROC to initiate Section 248 strike-off if INC-20A is not filed.
- First auditor default (Section 147): Company - Rs 25,000 to Rs 5,00,000. Officers - separately liable. Plus Section 450 general penalty - Rs 10,000 + Rs 1,000/day per officer.
- AOC-4 / MGT-7 late filing (Section 403): Rs 100/day per form additional FEE, NO upper cap. Applies the moment any e-form is delayed past the statutory window. Independent of the penalty schedule below.
- Section 137(3) penalty for AOC-4 default (post-Companies (Amendment) Act 2020): Company - Rs 10,000 base + Rs 100/day continuing, capped Rs 2,00,000. Officer in default - Rs 10,000 base + Rs 100/day continuing, capped Rs 50,000. Decriminalized.
- Section 92(5) penalty for MGT-7 / MGT-7A default: Same post-2020 structure as Section 137(3) - Company cap Rs 2,00,000 / Officer cap Rs 50,000. Decriminalized.
- Section 446B half-penalty for small companies and OPCs: Halves Section 92 / 117 / 137 penalties. Newly incorporated pvt ltds qualifying as small companies under G.S.R. 880(E) benefit from this.
- First AGM default (Section 99): Prosecution of company and every officer in default. No ROC extension is available for the first AGM under Section 96 proviso.
- Section 164(2) director disqualification: 5-year disqualification after 3 consecutive years of AOC-4 / MGT-7 default. Relevant for second cycle onwards.
Refer to the Ministry of Corporate Affairs (MCA) V3 portal for INC-20A, ADT-1, AOC-4, and MGT-7A e-form filing, the MCA notifications page for G.S.R. 359(E) (14 July 2025 ADT-1 mandatory), G.S.R. 880(E) (1 December 2025 small-company thresholds), and G.S.R. 943(E) (31 December 2025 DIR-3 KYC triennial regime), and the Companies Act, 2013 on India Code for full statutory text of Sections 2(41), 10A, 56(4), 96, 137, 139(6), 173, and 248.
Quick Answers
First board meeting deadline? 30 days from incorporation under Section 173 of the Companies Act 2013.
First auditor appointment deadline? 30 days from incorporation by Board under Section 139(6); 90 days by EGM if Board fails.
ADT-1 filing for first auditor? 15 days from board appointment - MANDATORY from 14 July 2025 per G.S.R. 359(E) dated 30 May 2025 (Companies (Audit and Auditors) Amendment Rules 2025).
INC-20A deadline? 180 days from incorporation under Section 10A read with Rule 23A of Companies (Incorporation) Rules 2014.
INC-20A default penalty? Rs 50,000 on company + Rs 1,000/day per officer (Section 10A(2)); Section 10A(3) strike-off risk.
Share certificate (SH-1) deadline? 60 days from share allotment under Section 56(4).
First AGM deadline? 9 months from end of first FY under Section 96 proviso - NO ROC extension available.
First FY length? Up to 15 months if incorporated on or after 1 January (Section 2(41)).
First AOC-4 deadline? 30 days from first AGM under Section 137.
First MGT-7 / MGT-7A deadline? 60 days from first AGM under Section 92. MGT-7A for small companies under Section 2(85) per G.S.R. 880(E).
First DIR-3 KYC? By 30 September after DIN allotment FY; triennial thereafter per G.S.R. 943(E).
What does Patron charge? Rs 30,000 first-year pack (compliance only); Rs 40,000 with monthly bookkeeping; Rs 8,000 + actuals for INC-20A late-filing recovery.
Naya pvt ltd company compliance kaise kare? 9 cheezein file karni hain saal 1 mein - first board meeting (30 din), first auditor + ADT-1 (30+15 din), INC-20A (180 din), SH-1 share certificates (60 din), first AGM (9 mahine FY end ke baad), AOC-4 (30 din AGM ke baad), MGT-7A (60 din AGM ke baad), DIR-3 KYC (30 Sept tak), DPT-3 (30 June tak). ADT-1 ab mandatory hai 14 July 2025 se. Patron Rs 30,000 mein pura pack handle karta hai - call +91 945 945 6700.
First year filing kaise kare aur kab kare? Date of incorporation se start hota hai. Pehla 30 din - board meeting + auditor. Pehla 45 din - ADT-1 file karna (mandatory). Pehla 60 din - share certificates issue karna. Pehla 180 din - INC-20A file karna (sabse important - Rs 50k + Rs 1k/day penalty + strike-off risk if missed). FY khatam hone ke 9 mahine baad - first AGM. AGM ke 30 din baad - AOC-4. AGM ke 60 din baad - MGT-7A. Patron har deadline ko calendar karta hai.
Two Clocks Running From Incorporation
Newly incorporated companies have two hard statutory clocks running from the date of incorporation, plus three event-based windows that compound the risk:
- 180-day INC-20A clock under Section 10A - default attracts Rs 50,000 on company + Rs 1,000 per day per officer + Section 248 strike-off risk under Section 10A(3)
- 9-month first AGM clock under Section 96 proviso - no ROC extension available, unlike subsequent AGMs; default triggers Section 99 prosecution of company and every officer in default
- 30-day first board meeting + first auditor window under Sections 173 and 139(6) - missing this blocks the financial-statement signature chain, which blocks AOC-4 and MGT-7
- 15-day ADT-1 window from auditor appointment - MANDATORY from 14 July 2025 per G.S.R. 359(E); previously optional best practice
- 60-day SH-1 share certificate window from allotment under Section 56(4); stamp duty payable at state-specific rates
Both major clocks run from the date of incorporation, not from when the founder remembers. Patron's first-year pack stitches all 9 filings + 6 event-based items into one timeline pinned to the company's actual incorporation date, supervised by CA and CS partners with 15+ years of post-incorporation experience.
Get a Personalised First-Year Compliance Plan in 24 Hours - Call +91 945 945 6700 or WhatsApp us. Free 20-minute scoping call. We respond within 2 hours during business hours.
Conclusion: Year One Is the Highest-Risk Compliance Window
Year one is the highest-risk compliance window in a company's life. Nine event-based or annual filings under five different statutes, plus a Section 96 proviso deadline that the ROC cannot extend, plus a Section 10A penalty regime that can trigger Section 248 strike-off. The 14 July 2025 MCA amendment (Companies (Audit and Auditors) Amendment Rules 2025 via G.S.R. 359(E)) added ADT-1 as a mandatory filing for first auditor - many founders and even some CA firms are still on the pre-2025 optional position, exposing the company to Section 147 and Section 450 penalties.
The second-most overlooked item is the Section 2(41) extended FY rule - companies incorporated on or after 1 January can stretch the first FY up to 15 months, but founders often try to close books at 31 March of the same year and run unnecessary audit costs. Section 2(85) classification (G.S.R. 880(E) dated 1 December 2025 - Rs 10 cr paid-up + Rs 100 cr turnover) determines whether the company files MGT-7 or MGT-7A; most newly incorporated pvt ltds qualify for MGT-7A.
Patron's first-year pack stitches all 9 filings + 6 event-based items into one timeline pinned to the company's actual incorporation date, supervised by CA and CS partners with 15+ years of post-incorporation experience across SaaS, D2C, professional services, and manufacturing startups. Rs 30,000 one-time for the compliance pack; Rs 40,000 with monthly bookkeeping, GST, and TDS for the first FY. Rs 8,000 + actuals for INC-20A late-filing recovery if you've already crossed the 180-day window.
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First-Year Compliance Services Across India
Patron Accounting offices in Pune, Mumbai, Delhi, and Gurugram. End-to-end first-year compliance pack (9 filings + 6 event-based items) delivered pan-India to newly incorporated private limited companies, OPCs, and Section 8 companies. Average 9 to 15 months full-cycle engagement from Day 1 onboarding to first MGT-7A filing.
Content Created: 12 May 2026 | Last Updated: | Next Review: 12 November 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP
Content reviewed semi-annually. Next scheduled review: 12 November 2026 (after first-year compliance cycle peaks in September-November). Review triggers include MCA amendment to ADT-1 framework (currently mandatory per G.S.R. 359(E) dated 30 May 2025, effective 14 July 2025), Section 2(85) small company threshold changes (currently per G.S.R. 880(E) dated 1 December 2025), DIR-3 KYC framework changes (currently triennial per G.S.R. 943(E) dated 31 December 2025), Section 10A INC-20A regime changes, Section 96 proviso revisions, and Companies (Incorporation) Rules Rule 23A amendments.
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