Themis Lexsol Consulting: Statutory Compliance Checklist for New Companies in India

Before the ink dries on your incorporation documents, several foundational compliances must be met. This phase is critical for establishing a legally sound corporate structure.

• Obtain Director Identification Number (DIN) and Digital Signature Certificate (DSC): All proposed directors must have a valid DIN and DSC, essential for electronic filings with the Ministry of Corporate Affairs (MCA).
• Name Approval: Secure approval for the company name from the Registrar of Companies (ROC) through the RUN (Reserve Unique Name) service.
• Memorandum of Association (MoA) and Articles of Association (AoA): Draft these foundational documents outlining the company's objectives, rules, and regulations, ensuring they align with the chosen business activities and the Companies Act, 2013.
• Filing of Incorporation Forms: Submit the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form along with necessary attachments to the ROC. This single form integrates applications for company incorporation, DIN, PAN, TAN, GSTIN, ESIC, and professional tax registration (where applicable).
• Obtain Certificate of Incorporation: Upon successful verification, the ROC issues the Certificate of Incorporation, marking the legal birth of the company.

The journey doesn't end with incorporation. Ongoing compliances are vital for maintaining good standing and avoiding penalties under various Indian statutes.

• First Board Meeting: Conduct the first board meeting within 30 days of incorporation to appoint the first auditor, approve the MoA/AoA, and transact other initial business.
• Statutory Audit: Appoint a statutory auditor within 30 days of incorporation and ensure financial statements are audited annually as per the Companies Act, 2013.
• Annual Filings with ROC: File the Annual Return (Form MGT-7/7A) and Financial Statements (Form AOC-4) with the ROC within the stipulated timelines.
• GST Registration and Compliance: Obtain Goods and Services Tax (GST) registration if the turnover exceeds the threshold limit. File monthly/quarterly GST returns (GSTR-1, GSTR-3B) and pay applicable taxes.
• PAN and TAN: Ensure the company has a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).
• Labour Laws: Comply with various labour laws such as the Payment of Wages Act, Minimum Wages Act, Employees' Provident Funds and Miscellaneous Provisions Act, 1952 (EPF), Employees' State Insurance Act, 1948 (ESI), and the Shops and Establishments Act of the respective state.
• Opening Bank Account: Open a current bank account in the company's name and ensure all transactions are routed through it.
• Company Seal: Procure and use the company's common seal as per its AoA.

Depending on the industry and investment structure, additional compliance requirements emerge, particularly concerning SEBI regulations and FEMA provisions.

• SEBI Regulations: If the company plans to raise funds from the public, list on a stock exchange, or engage in specific financial activities, compliance with Securities and Exchange Board of India (SEBI) regulations (e.g., SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) becomes paramount. This includes disclosures, corporate governance norms, and reporting requirements.
• FEMA Compliance: For foreign investment (inward or outward), compliance with the Foreign Exchange Management Act, 1999 (FEMA) and its associated rules and regulations is mandatory. This includes reporting of foreign direct investment (FDI) through Form FC-GPR to the Reserve Bank of India (RBI) and adhering to sectoral caps and pricing guidelines.
• Startup India Registration: If eligible, register as a Startup under the Startup India initiative to avail of benefits and exemptions.
• Intellectual Property Rights (IPR): Protect intellectual property through trademarks, patents, and copyrights as per relevant Indian laws.
• Data Protection: Comply with data privacy regulations, especially with the impending Digital Personal Data Protection Act, 2023.

Maintaining robust corporate governance and timely reporting are continuous processes that build trust and ensure long-term sustainability.

• Board Meetings and Minutes: Hold regular board meetings as stipulated by the Companies Act, 2013, and maintain accurate minutes of all proceedings.
• Shareholder Meetings: Conduct Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs) as required and file resolutions with the ROC.
• Director's Report: Prepare and file the Director's Report with the annual financial statements, highlighting key aspects of the company's operations and governance.
• Secretarial Audit: For certain classes of companies, a Secretarial Audit report by a Company Secretary in Practice is mandatory.
• Compliance Certificate: Ensure a Compliance Certificate is obtained and filed annually, confirming adherence to all applicable laws.
• RBI Compliances: Beyond FEMA, other RBI regulations might apply depending on the nature of business (e.g., NBFC regulations).