No Compliences after incorporation

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Discussion on pending ROC, GST, and Income Tax compliances after company incorporation, including Board Meetings, INC-20A filing, unpaid share capital, SH-1 issuance, passing board resolutions, GST revocation after cancellation, and branch GST registration eligibility.

CA SAIRAM M

CA SAIRAM M (Querist)

24 February 2026 Dear Sir,

A small company was incorporated on 27-04-2024 and has received the Certificate of Incorporation. However, no further compliances under ROC, GST, or Income Tax have been completed to date. I seek clarification on the following points:

1. Since the company was incorporated towards the end of the financial year, is it sufficient to conduct only one Board Meeting instead of two for the first financial year due to the short period available?

2. The subscribed share capital has not yet been transferred to the company’s bank account. Further, Form INC-20A has not been filed and share certificates (Form SH-1) have not been issued to the shareholders. If the subscription amount is transferred now and compliance with INC-20A and SH-1 is completed, can the share capital be reported on a due basis in the balance sheet for the first and second financial years?

3. Is it mandatory to convene a Board Meeting for every Board Resolution passed during the year? Can resolutions be passed without holding a formal Board Meeting?

4. The GST registration (GSTIN) of the corporate state has been cancelled suo motu by the department. Is it possible to apply for revocation after the extended time limit has lapsed? Additionally, can GST registration be obtained for a branch state if the GSTIN of the corporate state has not yet been revoked?

Kindly guide on the above issues.

Aashok Kumar Sharma

Aashok Kumar Sharma

(Expert)

24 February 2026 Your company is in significant default. You must immediately transfer the subscription money, file INC-20A with late fees to save the company from being struck off, and file a GST appeal to restore your registration.

CA SAIRAM M

CA SAIRAM M (Querist)

24 February 2026 Yes Sir, We are in plan to close the pendencies for smothen the operations. Before that I need the clarity to my doubts.

Aashok Kumar Sharma

Aashok Kumar Sharma

(Expert)

04 November 2026 The company is in critical default regarding its statutory filings and compliance. To regularize operations, the management must immediately infuse the subscription capital, file Form INC-20A with late fees to avoid strike-off, issue Form SH-1 share certificates, fulfill minimum Board meeting requirements, and initiate legal or administrative steps to restore the cancelled GST registration.

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