Post-Incorporation Checklist: 15 Steps After Registering in India

Introduction: Incorporation Is Day One, Not the Finish Line

Congratulations — your Indian company is registered with the Ministry of Corporate Affairs. You have a Certificate of Incorporation, a CIN (Corporate Identity Number), and perhaps a sense of accomplishment. But registration is merely the administrative starting point. The real compliance clock begins now.

This article is part of our Complete Guide to Company Registration in India for Foreign Companies. Here we cover every step you must complete after incorporation, with specific deadlines, form numbers, costs, and practical tips that will save you from costly mistakes in your first year of operations.

Foreign-owned companies face an additional layer of obligations beyond what domestic Indian companies must handle. You must comply with the Foreign Exchange Management Act (FEMA), RBI reporting requirements, and transfer pricing documentation from day one. The penalties for missing these deadlines are severe — ranging from INR 10,000 per day for late ROC filings to up to three times the transaction value for FEMA violations.

Step 1: Open a Corporate Bank Account (Days 1-15)

Your first priority after incorporation is opening a bank account in India. Without a bank account, you cannot receive the initial capital infusion from your foreign parent company, and you cannot issue shares — which starts another compliance clock.

What You Need

• Certificate of Incorporation
• Memorandum and Articles of Association
• PAN card of the company (issued automatically via SPICe+)
• Board resolution authorising the opening of a bank account
• KYC documents of all directors (passport, proof of address, photographs)
• For foreign directors: apostilled or notarised documents from the home country

Choosing the Right Bank

Partner with an Authorised Dealer (AD) Category I bank — these are the only banks authorised to handle foreign exchange transactions under FEMA. Major banks experienced with foreign-owned companies include SBI, HDFC Bank, ICICI Bank, Axis Bank, and Kotak Mahindra Bank. Processing typically takes 7-15 business days, depending on the bank's internal due diligence process for foreign-owned entities.

Cost: Most banks require a minimum initial deposit of INR 10,000 to INR 1,00,000 for a current account. Some banks may require a higher minimum balance for foreign-owned companies.

Step 2: Receive Initial Capital and Obtain FIRC (Days 15-30)

Once the bank account is open, your foreign parent company must remit the initial share capital. The remittance must come through normal banking channels (wire transfer) into the Indian company's designated bank account.

Key Requirements

• Capital must be remitted in a freely convertible foreign currency
• The amount must comply with FDI pricing guidelines — shares must be issued at fair market value (not below) as determined by a SEBI-registered merchant banker or chartered accountant using DCF method for unlisted companies
• Obtain a Foreign Inward Remittance Certificate (FIRC) from your AD bank — this is proof that the capital came from abroad through legitimate channels

Timeline: The bank typically issues the FIRC within 3-5 business days of receiving the remittance. Keep this document safe — you will need it for the FC-GPR filing.

Step 3: Allot Shares and File FC-GPR (Within 30 Days of Allotment)

After receiving the capital, the company must allot shares to the foreign investor and report this to the RBI. This is one of the most critical compliance steps for foreign-owned companies.

Share Allotment Process

1. Hold a board meeting to pass a resolution for share allotment
2. Issue share certificates to the foreign shareholder
3. File Form PAS-3 (Return of Allotment) with the ROC within 30 days of allotment

FC-GPR Filing on FIRMS Portal

File Form FC-GPR through the Single Master Form (SMF) on the RBI's FIRMS Portal within 30 days of share allotment. This deadline is absolute — the clock starts from the date of allotment, not the date of receiving the money.

Documents required for FC-GPR:

• FIRC from the AD bank
• KYC of the foreign investor
• Board resolution for share allotment
• Valuation certificate from a CA or SEBI-registered merchant banker (for unlisted companies)
• CS certificate or CA certificate confirming FDI compliance
• FEMA declaration

Penalty for late FC-GPR filing: Late submissions attract penalties ranging from INR 10,000 to three times the transaction value. If the delay exceeds six months, the penalty doubles. The RBI has become increasingly strict about enforcing these timelines.

Step 4: Apply for TAN (Days 1-7)

While PAN is issued automatically through SPICe+, you must separately apply for a Tax Deduction and Collection Account Number (TAN). TAN is required for deducting and remitting Tax Deducted at Source (TDS) on salary payments, rent, professional fees, and other specified payments.

How to apply: File Form 49B online through the NSDL/Protean portal. Processing takes 7-10 business days.

Cost: INR 65 plus applicable taxes.

Why it is urgent: You will need TAN before making any payments subject to TDS — including director sitting fees, rent, and professional services fees. Late deduction of TDS attracts interest at 1% per month under Section 201(1A).

Step 5: Register for GST (Within 30 Days If Applicable)

If your company will make interstate supplies, sell through e-commerce platforms, or expects to cross the GST threshold (INR 20 lakh annual turnover, INR 10 lakh in special category states), you must register for GST within 30 days of becoming liable.

When GST Registration Is Mandatory from Day One

• Making interstate supply of goods or services (e.g., Delhi company selling to Karnataka customer)
• Supplying through e-commerce operators
• Required to deduct TDS under GST (government bodies, specified entities)
• Input service distributor

Process: Apply online at gst.gov.in using PAN, Aadhaar, and bank account details. Processing takes 7-15 days. You receive a 15-digit GSTIN.

Cost: No government fee for GST registration.

Step 6: Register Under the Shops and Establishment Act (Within 30 Days)

Every commercial establishment must register under the applicable state's Shops and Establishment Act. This is a state-level registration — the process and fees vary by state.

Key details:

• Maharashtra (Mumbai): Apply for Gumasta License through the MCGM portal. Fee: INR 500-5,000 depending on employee count
• Karnataka (Bangalore): Apply through the Karnataka Labour Department portal. Fee: INR 200-1,000
• Delhi: Apply through the Delhi Labour Department portal. Fee: INR 100-500

Why it matters: This registration governs working hours, leave entitlements, overtime rules, and establishment conditions. Operating without it can lead to penalties and closure orders from the labour department.

Step 7: Register for Professional Tax (State-Specific, Within 30 Days)

Professional tax is a state-level tax on employment. Not all states levy it — Maharashtra, Karnataka, West Bengal, Andhra Pradesh, Telangana, Gujarat, and a few others impose professional tax. Registration is mandatory for both the employer (who deducts) and employees.

Rates vary by state:

Step 8: Appoint a Statutory Auditor (Within 30 Days of Incorporation)

Under Section 139 of the Companies Act, 2013, every company must appoint its first auditor within 30 days of incorporation. The first auditor holds office until the conclusion of the first Annual General Meeting (AGM).

Requirements:

• The auditor must be a practising Chartered Accountant or a firm of CAs
• File Form ADT-1 with the ROC within 15 days of the appointment
• For foreign-owned companies, choose an auditor experienced with FEMA compliance and transfer pricing — these are specialised areas that not all auditors handle competently

Step 9: Register for EPF and ESI (If Hiring 10+ or 20+ Employees)

If you plan to hire employees, you must evaluate whether EPF (Employees' Provident Fund) and ESI (Employees' State Insurance) registration is required. Registration can be done through the Shram Suvidha Portal (registration.shramsuvidha.gov.in) as part of the common registration process.

• EPF: Mandatory for establishments with 20 or more employees. Employer and employee each contribute 12% of basic wages plus dearness allowance
• ESI: Mandatory for establishments with 10 or more employees (most states) where employees earn up to INR 21,000 per month. Employer contributes 3.25%, employee contributes 0.75%

For a deeper dive into PF and ESI obligations, see our detailed guide on PF & ESI compliance for foreign companies.

Step 10: Obtain Import Export Code (If Applicable)

If your company will engage in cross-border trade — importing equipment, raw materials, or technology, or exporting goods or services — you need an Import Export Code (IEC) from the Directorate General of Foreign Trade (DGFT).

Process: Apply online at dgft.gov.in. Processing takes 3-5 business days.

Cost: INR 500.

Important: Even software service companies exporting services should obtain an IEC, as it is required for claiming various export incentives and for receiving foreign remittances for services rendered.

Step 11: Set Up Accounting and Bookkeeping Systems (Week 1-2)

Establish compliant bookkeeping from day one. Indian accounting standards (Ind AS for certain companies, Indian GAAP for others) require specific chart of accounts and reporting formats.

Mandatory Books of Account

• Cash book and bank book
• Journal and ledger
• Inventory records (if applicable)
• Fixed asset register
• Records of all transactions with the foreign parent (for transfer pricing documentation)

Hire a qualified accountant or outsource to a firm experienced with foreign-owned company compliance. The accountant must be familiar with FEMA reporting requirements, transfer pricing documentation, and the specific disclosure requirements for foreign-owned companies in annual financial statements.

Step 12: Issue a Digital Signature Certificate for Authorised Signatories (Week 1)

DSCs are required for filing annual returns, tax returns, and various regulatory forms electronically. At minimum, you need DSCs for:

• All directors (including the resident director)
• The Company Secretary (if appointed)
• The authorised signatory for GST filings

Cost: INR 1,500-3,000 per DSC (Class 3, valid for 2 years).

Step 13: Draft Key Internal Policies and Resolutions

Within the first few months, the board must pass several resolutions and adopt policies required by the Companies Act, 2013:

• Board resolution for registered office: Confirming the company's registered office address (within 30 days of incorporation)
• Board resolution for authorised signatories: Designating who can operate bank accounts, sign contracts, and represent the company
• CSR policy: Required if the company meets CSR thresholds (net worth of INR 500 crore, turnover of INR 1,000 crore, or net profit of INR 5 crore — applicable from the first year if the parent company's investment pushes past these thresholds)
• Related Party Transaction policy: Critical for foreign-owned companies, as all transactions with the parent company are related party transactions
• Vigil mechanism / Whistleblower policy: Mandatory for all listed companies and companies that accept deposits

Step 14: File FLA Return with RBI (By July 15 Each Year)

Every Indian company that has received foreign direct investment must file the Annual Return on Foreign Liabilities and Assets (FLA Return) with the RBI by July 15 each year. Even if your company was incorporated in December or January, you must file the FLA return by the following July 15.

Filing portal: RBI's FLAIR portal (flair.rbi.org.in)

Penalty for non-filing: Up to three times the amount involved in the contravention under FEMA — this can be an enormous penalty for companies with significant foreign investment.

Step 15: Prepare for Your First Board Meetings and AGM

Under the Companies Act, 2013, your company must hold:

• First board meeting: Within 30 days of incorporation
• Minimum four board meetings per year: With no more than 120 days gap between consecutive meetings
• First AGM: Within 9 months from the close of the first financial year (for a company incorporated on January 15, 2026, the first financial year ends March 31, 2026, and the first AGM must be held by December 31, 2026)

Board meetings require a minimum quorum — one-third of total directors or two directors, whichever is higher. Foreign directors can attend via video conferencing, except for the approval of the annual financial statements, the board's report, and related party transactions, which require physical presence.

Master Timeline: Your First 90 Days

Key Takeaways

• The 30-day FC-GPR deadline is non-negotiable — start the bank account opening process on day one to avoid a cascading delay
• Foreign-owned companies face dual compliance — Companies Act and MCA obligations plus FEMA and RBI reporting requirements
• Appoint experienced professionals early — a CA with FEMA expertise and a CS with MCA filing experience will prevent costly errors
• Track every deadline on a compliance calendar — penalties range from INR 100/day for minor filings to three times the transaction value for FEMA violations
• The first AGM and annual filings are not far away — even if you incorporate in January, your first financial year may end just 2-3 months later on March 31

For end-to-end support with post-incorporation compliance, explore our annual compliance services and FEMA & RBI compliance services.