First 180 Days explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The certificate arrives and it feels like you've crossed the finish line.
You haven't. You've heard the starting gun.
A new company picks up a dense set of deadlines in its first six months, all counted from your date of incorporation — not from when you start trading, not from when you open the bank account, not from when you get around to it. Two of them, if you miss them, can end with your company being struck off the register.
Here's the whole thing, in the order the clocks run out.
The three that matter most Auditor in 30 days. Share certificates in 2 months. INC-20A in 180 days — and until you file it, your company legally cannot trade or borrow.
Day 0: Check the certificate
Before anything else, read it.
- CIN — your 21-character company ID
- PAN and TAN — allotted with incorporation
- Date of incorporation — every deadline below counts from here. Write it somewhere permanent.
- Registered office and capital — errors are much cheaper to fix now than after your first filing
Within 30 days
1. Appoint your auditor
Your board appoints the first auditor within 30 days. Not the shareholders — the board.
If the board doesn't, the shareholders have to do it at an EGM within 90 days. Don't let it get there.
Before appointing, get the auditor's written consent and a certificate confirming they're eligible and not disqualified. Then file Form ADT-1 — technically arguable whether it's required for the first auditor, but everyone files it and it costs almost nothing to close the question.
Good news: a private company below ₹50 crore paid-up capital has no auditor rotation requirement. Your first auditor can stay indefinitely.
2. Hold your first board meeting
Within 30 days, with at least seven days' notice.
Standard agenda:
- Note the certificate, MOA and AoA
- Appoint the auditor
- Collect Form MBP-1 from every director — disclosure of their interests in other entities
- Collect Form DIR-8 — declaration that nobody is disqualified
- Approve the registered office and authorise the INC-22 filing
- Authorise opening the bank account
- Approve issue of share certificates to founders
- Approve the letterhead and invoice format with the CIN on it
- Authorise a director to sign forms
Write the minutes up within 30 days and get the chairman to sign them.
3. File INC-22
If you didn't give your final registered office address at incorporation — or you've moved since — file Form INC-22 within 30 days.
You'll need: a utility bill under two months old, ownership proof or the registered rent agreement, and an NOC from the owner.
4. Do the visible stuff
The law wants your company to be findable and identifiable. Specifically:
- Name board outside every office, in the local language too where required
- Your name, registered office, CIN, phone, email and website on all letterheads, invoices, notices and official publications
That second one is where almost everyone fails. Your very first invoice should already carry your CIN. It's a ₹1,000-per-day penalty for as long as it doesn't — and it just keeps accruing.
5. Open your registers
Not a filing — a habit that starts now:
- Register of members (MGT-1) — founders go in first
- Register of directors and their shareholding
- Register of charges (CHG-7) — open it empty
- Register of related-party contracts (MBP-4)
- Register of loans and investments (MBP-2)
Open them all on day one, even the empty ones. An empty dated register proves compliance. One created three years later during a diligence doesn't.
Within 60 days
6. Check if you have a beneficial owner
If any individual controls 10% or more of your company through another entity — a holding company, an LLP, a trust, an overseas structure — they're a Significant Beneficial Owner. They file BEN-1 with you, and you file BEN-2 with the ROC within 30 days.
Important nuance: a purely direct shareholding never makes someone an SBO. A founder holding 99% directly in their own name files nothing. There has to be an indirect layer.
So if your cap table is individuals holding shares directly, you're likely outside this entirely. If there's a company, LLP or trust anywhere in the chain, you're almost certainly inside it. Full guide →
Within 2 months
7. Issue share certificates
Within two months of incorporation — not from when the money arrives.
That's a trap worth naming. If you take 150 days to collect your share money, you've already breached this deadline long before you file INC-20A.
Each certificate needs:
- Form SH-1 format, with distinctive share numbers
- Signatures of two directors, or a director and the company secretary
- Stamp duty paid under your State's law, usually within 30 days of issue
That stamp duty is genuinely and routinely forgotten, and it's the classic finding in a first-round due diligence. Paying it late, with penalty, costs several times the original duty in some States.
Penalty for missing the deadline: ₹50,000 on the company and ₹50,000 on each officer in default.
Within 180 days
8. File INC-20A — the big one
Under Section 10A, your company cannot commence any business or exercise any borrowing powers until this is filed.
Not "shouldn't." Cannot.
And you can only file it after every founder has actually paid the full value of the shares they subscribed to. Here's the sequence:
- Open the company bank account
- Each founder transfers their full amount from their own account — not one founder paying for another, not cash without a trail
- Download the bank statement showing every credit
- Then file INC-20A with that statement attached
The declaration is a statement of fact, signed by a director, certified by a professional. Partial payment from one founder makes it false.
If you miss 180 days:
- ₹50,000 on the company
- ₹1,000 per day on every officer in default, up to ₹1 lakh
- The Registrar can initiate strike-off proceedings
If a founder genuinely can't fund their subscription, fix the shareholding within the 180 days. Don't file a declaration that isn't true.
The five mistakes that cause the most damage
- Filing INC-20A before all the share money is actually in. It's a sworn declaration.
- Letting 180 days pass entirely. Strike-off risk, and you technically can't trade.
- Share certificates issued late, and stamp duty never paid. Surfaces at your first fundraise.
- No MBP-1 at the first board meeting, so your related-party register never gets opened.
- Invoices without the CIN. Cheap to fix, expensive to ignore.
Key takeaways
- Every deadline runs from your date of incorporation, not from when you start operating.
- Auditor in 30 days. Share certificates in 2 months. INC-20A in 180 days.
- INC-20A only after all founders have actually paid — bank statement required.
- Put your CIN on your first invoice.
- Open all your statutory registers on day one, even empty ones.
Read next
- How to Register a Private Limited Company
- Form INC-20A Explained
- Registered Office and Form INC-22
- Appointing Your Auditor (ADT-1)
- Share Certificates: Rules and Deadlines
Disclaimer: Position as on 4 September 2026. Stamp duty is a State subject and rates differ. Verify current requirements and take professional advice.
