The certificate of incorporation feels like a finish line. You chased the name approval, uploaded the documents, waited, and one day a PDF arrived with a corporate identity number on it. Most founders we know, ourselves included, treated that moment as the end of the paperwork and went back to building.
It is not the end. It is the start of a set of obligations that repeat every year, some every quarter, and some every month, for as long as the company exists. None of them is difficult on its own. What makes them expensive is the assumption that they are optional, or that someone else is handling them.
This post is the list we wish we had read in our first year. It stays general on purpose: the fees, thresholds and windows change, and your chartered accountant or company secretary will have the current ones. The point is to know what exists, so nothing surprises you.
The annual filings to the Registrar
Every private limited company, however small and however little it has done, must file two things with the Registrar of Companies each year: its financial statements and its annual return. The financial statements are the balance sheet, profit and loss account and the notes, as approved by the board and adopted at the annual general meeting. The annual return is a snapshot of the company itself: registered office, directors, shareholders, share capital and the meetings held in the year.
Both are due within a statutory window after the annual general meeting, which itself has to be held within a statutory window after the financial year ends. Miss the window and additional fees start accruing per day, with no upper cap that a small company would find comfortable. Miss it for long enough and the consequences move from money to the directors themselves, including disqualification. A company that has not traded at all still has to file. "We did nothing this year" is a valid set of accounts; it is not an exemption from filing them.
The statutory auditor
A private limited company must have a statutory auditor from its first year. The first auditor is appointed by the board within a short window after incorporation, and the appointment is then confirmed or replaced by the shareholders at the first annual general meeting for a longer term. The appointment is itself notified to the Registrar.
The auditor is not a formality. The financial statements you file are the audited ones, so the audit sits in the critical path of the annual filing. If the books are late reaching the auditor, the audit is late, the general meeting is late, and the filing is late. Most late annual filings we have heard of from other founders trace back not to the form but to a ledger that was not ready in time.
Board meetings, the general meeting and minutes
The Companies Act requires the board to meet a minimum number of times each year, with a limit on the gap between two meetings. Small companies get some relaxation on the count, but not on the requirement to meet, to give notice, to record a quorum and to keep minutes. The annual general meeting has its own requirements for notice and for what must be put before the shareholders.
For a two-founder company where both directors sit in the same room every day, this feels absurd. It still matters, for a practical reason: the minutes are the evidence. When you later raise money, apply for a bank facility, or sell the company, the buyer's lawyers will ask for the minute book. Gaps there are read as a company that was run casually, and a company run casually is priced accordingly. The habit is cheap. Decide the year's meeting dates in advance, hold them, and write the minutes the same day.
Director-level obligations
Some obligations attach to the directors rather than the company. Directors' identification numbers must be kept active through an annual KYC filing. Directors must disclose their interests in other companies and firms at the first board meeting of each year and whenever those interests change. A director who lets these lapse can find their number deactivated, which then blocks the company's own filings because there is nobody eligible to sign them.
GST, if you are registered
Registration under GST is compulsory above a turnover threshold and for certain kinds of supply, and many small software companies register voluntarily because their clients expect an invoice with tax on it. Once registered, the returns are periodic regardless of whether you had any sales in the period. A nil return is still a return.
Two habits save most of the trouble. Reconcile the tax on your purchases against what your suppliers have actually filed, because the credit you can claim depends on their compliance, not just your invoices. And do not let the return slip even one period, because the portal will not accept the next one until the earlier one is filed, and the late fees stack.
TDS and other tax deductions
If the company pays salaries above the taxable limit, professional fees, rent, or contractor invoices above the relevant thresholds, it must deduct tax at source, deposit it with the government by the monthly due date, file the quarterly statement, and issue certificates to the people it deducted from. The tax account number you obtained at incorporation exists for this.
TDS is the obligation most often missed by companies that are otherwise careful, because it is triggered by individual payments rather than by the calendar. A single freelance invoice paid in full without deduction is a small mistake that turns into interest, a late-filing fee and a disallowed expense at year end. The fix is to decide, before any payment leaves the account, whether deduction applies.
Professional tax and other state-level items
Professional tax is levied by some states and not others, and where it applies the company must register, deduct it from employees' salaries and pay it on a fixed cycle, with a separate registration for the company's own liability. Odisha, where we are, is one of the states that levies it. Shops and establishments registration, labour welfare contributions and provident fund or employee state insurance once you cross the headcount thresholds are in the same family: items that depend on where you are and how many people you employ, that nobody at the central level will remind you about.
Keep a calendar, and give it an owner
Every item above has a date. The mistake is not ignorance; most founders could list half of these if asked. The mistake is keeping the dates in someone's head. Write them into a shared calendar at the start of the financial year, with the reminder set well before the due date rather than on it, and name the person who is responsible for each. If you have engaged a chartered accountant or company secretary, agree in writing which filings they own and which you own, because the gap between "I assumed you were doing it" and "I assumed you were" is where the additional fees live.
Then treat the calendar as routine. Ten minutes a month to look at what is coming, an hour a quarter to close the returns, a fortnight a year around the audit. Done that way, compliance is a quiet background process. Done the other way, it is a letter from the Registrar and a bill with interest on it.
This post is general information, not legal or tax advice; requirements change, so confirm the current ones with a chartered accountant or company secretary.
