Problems after company incorporation and how to fix them
The Certificate of Incorporation is not the finish line. In the first six months a new company has to file its commencement declaration, open a bank account, appoint an auditor, hold board meetings and issue share certificates. Most first-year penalties come from not knowing that these steps exist. Here are the problems new companies in Ahmedabad bring to us most often.
10 problems solvedFor founders, CAs, CSs and accountantsLast reviewed: 5 October 2026
INC-20A (commencement of business) was not filed within 180 days
What you see
More than 180 days have passed since incorporation, and no Form INC-20A has been filed.
Why it happens
The founders did not know that a company with share capital must declare, within 180 days of incorporation, that every subscriber has paid for their shares.
The subscription money was never deposited in the company's bank account, so there was nothing to attach.
How to fix it
Deposit the subscription money from each subscriber into the company's bank account if this has not been done.
File INC-20A now with the bank statement as proof. The portal charges the additional fee for late filing.
Understand the exposure. Section 10A provides a penalty of ₹50,000 on the company and ₹1,000 per day (up to ₹1 lakh) on each officer in default, and the ROC can start strike-off if the company appears not to be doing business. Take advice on the adjudication process.
Until INC-20A is filed, the company should not commence business or borrow.
Avoid it next time
Open the bank account in the first month, deposit the subscription money, and file INC-20A straight away.
Bank is delaying or refusing the new company's current account
What you see
The bank asks for document after document, or a field visit to the registered office fails.
Why it happens
Names or addresses differ across the COI, PAN, board resolution and director KYC.
The registered office is a residence, or the visiting officer found no signboard or nobody present.
The board resolution does not name the authorised signatories or the mode of operation.
How to fix it
Give the bank one consistent set: the COI, PAN, MoA, AoA, a certified board resolution naming the signatories, each director's KYC, and proof of the registered office.
Display the company name board at the registered office and make sure someone is available during the verification visit.
If you opened the account through AGILE-PRO-S during incorporation, follow up with that bank's branch using the SRN.
Avoid it next time
Pass a clear bank resolution at the first board meeting, and keep certified copies ready.
Law: Bank KYC norms; Section 12(3), Companies Act 2013 (name and address display)#
For founders
Directors paid expenses personally, and no subscription money reached the bank
What you see
There is no bank entry to show that the shares were paid for, and INC-20A cannot be supported.
Why it happens
Incorporation fees and early expenses were paid from personal accounts, and the share money never came into the company.
How to fix it
Each subscriber should transfer the subscription amount for their shares to the company's bank account.
Reimburse genuine pre-incorporation expenses to the director with board approval and proper bills, recorded in the books.
Then file INC-20A with the bank statement.
Avoid it next time
Keep share money and expense reimbursements separate and documented from day one.
There are no minutes of a board meeting since incorporation.
Why it happens
Section 173(1) requires the first board meeting within 30 days of incorporation, but small founder teams often treat it as optional.
How to fix it
Hold the meeting now. Take note of the certificate of incorporation, MoA and AoA, appoint the auditor, open the bank account and authorise the signatories, approve share certificates, and adopt the common seal if you use one.
Prepare and sign the minutes, and keep them in the minutes book.
After the first meeting, hold board meetings as section 173 requires. Most companies need at least four board meetings a year, with no more than 120 days between two meetings. A small company, OPC or dormant company needs only one meeting in each half of the calendar year, with at least 90 days between them. An OPC with a single director does not have to hold board meetings at all.
Avoid it next time
Fix the first board meeting date on the day the COI arrives.
Share certificates not issued to subscribers within two months
What you see
Shareholders have no share certificates, or certificates were never stamped.
Why it happens
Section 56(4)(a) requires certificates to be delivered to subscribers within two months of incorporation, but it is often overlooked.
Stamp duty on the certificates under state law was not paid.
How to fix it
Issue the certificates with board approval, signed as the Companies (Share Capital and Debentures) Rules require, and pay the applicable stamp duty.
Update the register of members.
If the company is a private company that is not a small company, Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules applies. Such a company must issue new shares only in demat form, so physical certificates are not the right route. The deadline for companies that were already outside the small-company limits on 31 March 2023 was 30 June 2025. A company that crosses the limits later gets 18 months from the end of that financial year.
Avoid it next time
Approve share certificates at the first board meeting, and track the two-month date.
Law: Section 56(4), Companies Act 2013; Rule 5, Companies (Share Capital and Debentures) Rules 2014; Rule 9B, Companies (Prospectus and Allotment of Securities) Rules 2014Is your company a small company? →#
For founders
No name board at the registered office, or the letterhead is missing the CIN
What you see
The bank, GST or ROC verification finds no name board at the office, or invoices and letterheads lack the CIN and registered address.
Why it happens
Section 12(3) requires the company's name and registered office address to be painted or affixed outside every office, and printed with the CIN on letterheads, bills and notices. Many founders do not know this.
How to fix it
Put up a name board with the full company name and registered office address.
Update the letterhead, invoices and website footer with the company name, CIN, registered office address, phone and email.
Keep someone at the registered office, or make sure documents can be received there. The ROC can physically verify the registered office.
Avoid it next time
Do this in the first week. It costs little and prevents penalties and bank or GST problems.
EPFO and ESIC codes appeared with incorporation: do we have to file?
What you see
The incorporation documents include EPFO and ESIC registration numbers that the founders never applied for separately.
Why it happens
SPICe+ (AGILE-PRO-S) allots EPFO and ESIC registrations along with incorporation, but the laws apply only when the employee and wage thresholds are met.
How to fix it
Read our EPFO and ESIC after incorporation guide, which explains when each law actually applies to you.
Note that ESIC has a specific timing rule for registrations with no employees, explained on our ESIC page.
Avoid it next time
Decide early whether either law applies, and keep that analysis on file.
Do we need GST registration immediately after incorporation?
What you see
A client or marketplace asks for a GSTIN before the company has any turnover.
Why it happens
GST registration depends on turnover and the type of supply, not on incorporation. Some cases need registration from the first sale: inter-state supply of goods, many e-commerce sales, and reverse-charge liability.
How to fix it
Check whether you fall in a compulsory registration case, or whether your turnover will cross the threshold.
If a client insists, voluntary registration is allowed. Once registered, you must file returns every period, even nil returns.
Avoid it next time
Register when the law or your business model needs it, and then file returns without a break.
Stuck on one of these right now? Send us the SRN, the notice or a screenshot of the error. We will tell you the fix and the deadline, and file it for you if you want.