The incorporation certificate is only the starting gun. The first 90 days of an Indian subsidiary carry a dense sequence of statutory deadlines with real teeth – a 30-day board meeting, a 30-day auditor appointment, a 60-day capital-allotment clock, share certificates in two months, and the commencement-of-business declaration without which the company legally cannot trade or borrow. Here is the sequence, in the order a well-run setup actually executes it.
Week 0 – what incorporation already gave you
- Certificate of incorporation with CIN, PAN and TAN (via SPICe+);
- EPFO/ESIC and professional-tax numbers auto-generated through AGILE-PRO (activation comes later at the headcount thresholds);
- DINs for directors – note the standing requirement of one director resident in India 182+ days;
- From day one: letterheads, invoices and email footers must carry name, registered office, CIN, phone and email (penalty ₹1,000/day).
Days 1–30 – the statutory cluster
| # | Step | Deadline |
|---|---|---|
| 1 | First board meeting – chairman, bank account authorisation, registered office confirmation, pre-incorporation contracts, common seal/policies | 30 days from incorporation |
| 2 | First auditor appointed by the board (else members in EGM within 90 days) | 30 days |
| 3 | Bank account opened – the KYC-heavy step for foreign shareholders; start immediately, it gates everything | ASAP |
| 4 | FIRMS Entity Master + Business User registration – see the FIRMS guide; do it before the money moves | Before FC-GPR |
| 5 | Statutory registers opened (members, directors/KMP, charges, related parties) + minutes discipline from meeting one | Ongoing |
Days 15–60 – capital and the FEMA clock
| # | Step | Deadline |
|---|---|---|
| 6 | Subscription capital received from the foreign parent (FIRC + KYC from the bank on the day it lands) | – |
| 7 | Allot the shares | 60 days from receipt |
| 8 | FC-GPR with valuation certificate + CS certificate | 30 days from allotment |
| 9 | Share certificates issued | 2 months from incorporation (subscribers) – then stamp duty within 30 days of issue |
| 10 | INC-20A commencement of business declaration (capital received per the bank statement) | 180 days – but file as soon as capital is in: no business, borrowing or invoicing before it. Penalty ₹50,000 + ₹1,000/day per officer; ground for strike-off |
Days 30–90 – operational registrations
| # | Step | Notes |
|---|---|---|
| 11 | GST registration – even below the threshold: you need it for the LUT and ITC refunds | Then LUT (RFD-11) before the first export invoice – zero-rated billing from invoice one |
| 12 | Shops & Establishment registration | State-specific, typically 30 days from commencing – see our state-wise library |
| 13 | Professional tax (PTEC/PTRC) | State-specific |
| 14 | Non-STP registration with STPI (software exporters) | Before the first export invoice – the SoftEx cycle starts with invoice one |
| 15 | IEC on DGFT portal | Banks and STPI expect it even for service exporters |
| 16 | Intercompany services agreement + TP policy signed before the first invoice to the parent | Cost pool, markup, currency, credit period – see the cost-plus guide |
| 17 | PF/ESI activation when headcount hits 20/10; payroll cycle live from the first hire | 15th-of-month deadlines – see the calendar |
| 18 | Accounting system configured with the audit-trail (edit log) India requirement + monthly closing discipline | Applies to SAP/NetSuite parent ERPs too |
Just incorporated – or about to?
We run the full 90-day sequence as a managed project: bank, FIRMS, FC-GPR, INC-20A, GST/LUT, STPI and the intercompany paper – with a dated checklist your parent can track.
Talk to My Cloud AccountantFrequently asked questions
What is INC-20A and when is it due?
The declaration of commencement of business, due within 180 days of incorporation after the subscription capital is received. Until it is filed the company cannot commence business or borrow; non-filing costs ₹50,000 plus officer penalties and is a ground for strike-off.
When must the first auditor be appointed?
By the board within 30 days of incorporation; failing that, by the members in a general meeting within 90 days. The appointment runs until the first AGM.
When should GST registration be taken if turnover is nil?
Immediately for an exporting subsidiary – GST registration enables the LUT (zero-rated billing to the parent) and ITC refunds. Waiting for the turnover threshold just delays refunds and complicates the first invoices.
What FEMA steps apply in the first 90 days?
FIRMS Entity Master and Business User registration, allotment of shares within 60 days of receiving the parent’s money, FC-GPR within 30 days of allotment – and for software exporters, STPI registration so the SoftEx cycle starts with the first invoice.
Based on the Companies Act 2013 (ss. 10A, 12, 56, 139, 173), FEMA reporting rules and current registration practice. Last reviewed: July 2026.