{“@context”:”https://schema.org”,”@type”:”BlogPosting”,”headline”:”ROC Compliance for Startups: Year 1 and Year 2 Filing Checklist”,”description”:”Startups incorporated as Private Limited Companies face specific ROC compliance deadlines in their first two years that differ from mature companies. This guide covers the INC-20A commencement declaration, first Board Meeting, first AGM, INC-22 registered office confirmation, ADT-1 auditor appointment, and all Year 1 and Year 2 MCA filing deadlines for Indian startups.”,”author”:{“@type”:”Person”,”name”:”Tradeviser Editorial”},”publisher”:{“@type”:”Organization”,”name”:”Tradeviser”},”datePublished”:”2026-10-07″,”inLanguage”:”en-IN”}
{“@context”:”https://schema.org”,”@type”:”FAQPage”,”mainEntity”:[{“@type”:”Question”,”name”:”What is the first MCA filing a startup must make after incorporation?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”The first mandatory MCA filing for a company incorporated on or after 2 November 2018 is Form INC-20A (Declaration for Commencement of Business). It must be filed within 180 days of the date of incorporation. The declaration is made by a director and attaches a bank statement showing that the full paid-up share capital has been credited to the company’s bank account. Failure to file INC-20A means the company cannot legally start business operations or borrow money.”}},{“@type”:”Question”,”name”:”When must a startup hold its first Board Meeting?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Section 173(1) of the Companies Act 2013 requires the first Board Meeting to be held within 30 days of the date of incorporation. During this meeting, the directors appoint the first auditor (Section 139(6)), confirm the registered office if not already confirmed, and adopt the common seal if the company chooses to have one. Failure to hold the first Board Meeting within 30 days results in a penalty on the company and every officer.”}},{“@type”:”Question”,”name”:”When must a startup appoint its first auditor?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Under Section 139(6), the Board of Directors must appoint the first auditor within 30 days of incorporation. This appointment is then reported to the ROC through Form ADT-1 within 15 days of the Board Meeting at which the appointment was made. The first auditor holds office until the conclusion of the first Annual General Meeting (AGM). At the AGM, shareholders ratify or appoint a new auditor through an Ordinary Resolution.”}},{“@type”:”Question”,”name”:”When must a startup hold its first AGM?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Under Section 96(1), a company must hold its first Annual General Meeting within 9 months from the close of the first financial year. Since the first financial year ends on 31 March, a company incorporated at any point during a financial year must hold its first AGM by 31 December of the following calendar year. For example, a company incorporated in August 2024 has its first financial year ending 31 March 2025, and its first AGM must be held by 31 December 2025.”}},{“@type”:”Question”,”name”:”Are startups exempt from any ROC filings in Year 1?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Not from filings, but the filing deadlines differ. Startups do not file AOC-4 or MGT-7 for the first financial year until after the first AGM is held. If the company was incorporated late in a financial year (say in February 2024), the first financial year runs only a few months to 31 March 2024, and the company may not have much activity to report. However, all filings (AOC-4, MGT-7, ADT-1, INC-20A, INC-22) are still required even if the company has nil activities. Small Companies also qualify for the simplified MGT-7A form from Year 1 itself if they meet the threshold (paid-up capital up to Rs. 4 crore and turnover up to Rs. 40 crore).”}}]}
{“@context”:”https://schema.org”,”@type”:”HowTo”,”name”:”Startup ROC Compliance: Year 1 Milestones”,”description”:”Key compliance milestones for a Private Limited Company in its first year”,”step”:[{“@type”:”HowToStep”,”name”:”File INC-20A”,”text”:”Within 180 days of incorporation: file declaration for commencement of business with bank statement showing paid-up capital received”},{“@type”:”HowToStep”,”name”:”First Board Meeting”,”text”:”Within 30 days of incorporation: appoint first auditor, confirm registered office, pass other organisational resolutions”},{“@type”:”HowToStep”,”name”:”File ADT-1″,”text”:”Within 15 days of the Board Meeting: file auditor appointment form on MCA V3″},{“@type”:”HowToStep”,”name”:”File INC-22″,”text”:”Within 30 days of incorporation: confirm registered office address (if not done at the time of incorporation)”},{“@type”:”HowToStep”,”name”:”Hold First AGM”,”text”:”Within 9 months of first financial year end (by 31 December): hold first AGM, adopt accounts, ratify auditor”},{“@type”:”HowToStep”,”name”:”File AOC-4″,”text”:”Within 30 days of first AGM: file financial statements (Form AOC-4)”},{“@type”:”HowToStep”,”name”:”File MGT-7 or MGT-7A”,”text”:”Within 60 days of first AGM: file annual return (Form MGT-7 or MGT-7A for small companies)”}]}
ROC Compliance for Startups: Year 1 and Year 2 Filing Checklist
The months after incorporation are the most deadline-heavy period for a startup’s legal compliance. New founders often get absorbed in building the product, hiring, and fundraising – and then discover they have missed an INC-20A declaration, skipped the first Board Meeting, or failed to appoint an auditor within 30 days. The penalties for early-stage non-compliance are disproportionate to the size of the business, and some missteps (like not filing INC-20A) can block the company from legally operating at all.
This guide maps every required ROC filing in a startup’s first two years, with exact deadlines, what triggers each filing, and the penalty for missing it. The timeline here assumes a Private Limited Company incorporated in India under the Companies Act 2013.
Key Takeaways
- INC-20A must be filed within 180 days of incorporation; without it, the company cannot start business
- First Board Meeting must be held within 30 days of incorporation
- ADT-1 (auditor appointment) must be filed within 15 days of the first Board Meeting
- INC-22 (registered office confirmation) due within 30 days of incorporation
- First AGM must be held within 9 months of the first financial year end (by 31 December)
- AOC-4 is due 30 days after the AGM; MGT-7/7A is due 60 days after the AGM
Contents
The first 30 days: four immediate actions
From the date of incorporation, a startup must complete four actions within 30 days:
| Action | Deadline | MCA Form | Section |
|---|---|---|---|
| Hold first Board Meeting | Within 30 days of incorporation | No form (internal minutes) | Section 173(1) |
| Appoint first statutory auditor | Within 30 days of incorporation (at first Board Meeting) | ADT-1 (within 15 days of BM) | Section 139(6) |
| Confirm registered office | Within 30 days of incorporation | INC-22 | Section 12(2) |
| Directors complete KYC (fresh DINs) | By 30 September of that year (annual) | DIR-3 KYC / KYC-Web | Rule 12A |
First Board Meeting agenda: The first Board Meeting is more than a formality. It typically covers:
- Taking note of the Certificate of Incorporation and MOA/AOA
- Appointment of first auditor under Section 139(6)
- Appointment of first Company Secretary (if applicable: companies with paid-up capital Rs. 5Cr or more)
- Disclosure of interest by directors (MBP-1 forms from each director)
- Opening of company bank account
- Authorisation for share capital subscription payment
- Adoption of company seal (if the company chooses to have one)
INC-20A: commencement of business declaration (180-day deadline)
Form INC-20A is the most important early-stage filing for any startup incorporated on or after 2 November 2018. It declares that the company has received paid-up share capital in its bank account and is ready to commence business.
Critical: Without a filed INC-20A, the company cannot commence business operations, make any borrowings, or exercise any borrowing powers. A company that operates without INC-20A is technically operating illegally, exposing both the company and directors to penalties.
| Item | Detail |
|---|---|
| Deadline | Within 180 days of date of incorporation |
| Who files | Any one director using their DSC |
| Key attachment | Bank statement showing subscription money received (name on account must match company name) |
| Government fee | No filing fee for INC-20A itself |
| Penalty for non-filing | Company: Rs. 50,000; Every officer in default: Rs. 1,000/day up to Rs. 1,00,000 |
| Additional consequence | ROC may initiate strike-off under Section 248(1)(c) for not filing INC-20A within 180 days |
Year 1 annual compliance: first AGM, AOC-4, MGT-7
Understanding the first financial year: A company incorporated at any point during a financial year (1 April to 31 March) has its first financial year running from the date of incorporation to the following 31 March. A company incorporated on 15 August 2024 has its first financial year from 15 August 2024 to 31 March 2025.
The first AGM must be held within 9 months of the end of the first financial year – meaning by 31 December 2025 in the example above. All subsequent AGMs must be held by 30 September each year.
| Filing | Trigger | Deadline (Year 1) | Late Fee |
|---|---|---|---|
| First AGM | End of first FY | Within 9 months of FY end (by 31 December) | Section 99 penalty: Rs. 1,00,000 + Rs. 5,000/day |
| AOC-4 (financial statements) | First AGM date | Within 30 days of first AGM | Rs. 100/day on company; Rs. 10,000 + Rs. 100/day on officers |
| MGT-7 or MGT-7A (annual return) | First AGM date | Within 60 days of first AGM | Rs. 100/day on company; Rs. 10,000 + Rs. 100/day on officers |
| ADT-1 (auditor ratification) | First AGM (auditor ratified or new auditor appointed) | Within 15 days of first AGM | Rs. 100/day (no cap) |
| DIR-3 KYC (each director) | Annual (each director whose DIN was active in preceding FY) | By 30 September each year | Rs. 5,000 flat penalty; DIN deactivated |
Year 2 onward: standard annual compliance cycle
From Year 2, a startup moves into the standard annual compliance cycle that applies to all Private Limited Companies. The first-year exceptions (9-month AGM window, INC-20A) fall away and the normal deadlines apply:
- Board Meetings: Minimum 4 meetings per year (gap between consecutive meetings not more than 120 days)
- AGM: By 30 September each year (within 6 months of financial year end)
- AOC-4: Within 30 days of AGM (normally by 29-30 October)
- MGT-7/7A: Within 60 days of AGM (normally by 28-29 November)
- ITR-6 (income tax return): By 31 October (or 30 November if a tax audit applies)
- DIR-3 KYC: By 30 September annually for all directors
- DPT-3: By 30 June annually (if the company has outstanding loans from directors or shareholders)
- MSME-1: Half-yearly (if the company has overdue payments to Udyam-registered MSME suppliers)
Small Company status check: From Year 2, verify whether the startup qualifies as a Small Company (paid-up capital up to Rs. 2 crore AND turnover up to Rs. 20 crore). If yes, the company files the simplified MGT-7A instead of full MGT-7, and the Directors’ Report has reduced mandatory disclosures.
DPIIT-recognised startup exemptions
DPIIT recognition (under the Startup India scheme) provides certain regulatory relaxations, but it does not eliminate core ROC compliance obligations:
| Benefit | Available? |
|---|---|
| Self-certification of 9 labour laws for 5 years | Yes – labour inspections deferred |
| Tax holiday on profits for 3 years (Section 80-IAC) | Yes – if eligible and DPIIT-recognised |
| Exemption from ROC annual filings (AOC-4, MGT-7) | No – full ROC compliance required |
| Exemption from statutory audit | No – audit mandatory for all companies |
| Exemption from AGM requirement | No – AGM mandatory (with OPC exception) |
| Fast-track winding up (Section 59 IBC) | Yes – eligible for simplified dissolution |
| Angel tax exemption (Section 56(2)(viib)) | Yes – if DPIIT-recognised and eligible |
Penalty table for Year 1 non-compliance
| Filing Missed | Company Penalty | Director/Officer Penalty |
|---|---|---|
| INC-20A (missed 180-day deadline) | Rs. 50,000 | Rs. 1,000/day; max Rs. 1,00,000 |
| First Board Meeting not held in 30 days | Rs. 25,000 | Rs. 5,000 each |
| ADT-1 late filing | Rs. 300/day; max Rs. 12,000 | Rs. 300/day; max Rs. 12,000 |
| First AGM not held | Rs. 1,00,000 | Rs. 5,000/day each |
| AOC-4 late filing | Rs. 100/day (no cap) | Rs. 10,000 + Rs. 100/day |
| MGT-7/7A late filing | Rs. 100/day (no cap) | Rs. 10,000 + Rs. 100/day |
| DIR-3 KYC missed (per director) | N/A (director’s own default) | Rs. 5,000 flat; DIN deactivated |
Startup ROC Compliance Setup and Ongoing Support
Tradeviser handles INC-20A, first Board Meeting documentation, ADT-1, and all first-year ROC filings for newly incorporated Private Limited Companies. We keep your compliance calendar updated so no deadline is missed.
Frequently Asked Questions

CA Madhusmita Padal is a Practicing Chartered Accountant with firms based in Odisha and Chennai. She specializes in taxation, company law, and auditing. She is passionate about simplifying complex concepts and making knowledge accessible to all.