The Complete Compliance Checklist for Bangalore Startups: Incorporation to DPIIT

You've registered your company in Bangalore. Now what? The compliance obligations start immediately — and missing them can result in penalties, director disqualification, or losing your startup recognition. This is the checklist we give every new client.

India's regulatory framework for private limited companies involves multiple agencies: the Ministry of Corporate Affairs (MCA), GST Network, Income Tax Department, EPFO, ESIC, Karnataka state authorities, and DPIIT. Each has its own deadlines, forms, and penalties. Getting even one wrong in the first year can create compounding problems — late fees that accrue daily, directors flagged for DIN deactivation, or GST registrations cancelled for non-filing.

We've broken this down into four phases that mirror how compliance actually unfolds for a new Bangalore startup, followed by the ongoing calendar you'll live with for the life of your company.

Phase 1: Incorporation Essentials (Week 1-4)

Your Certificate of Incorporation from the Registrar of Companies (RoC) is just the starting line. Within the first 30 days, you need to set up the foundational registrations that every subsequent compliance depends on.

PAN & TAN application. Your company PAN is typically allotted during the SPICe+ incorporation process itself. But if you haven't received it, apply immediately via NSDL — every bank account, tax filing, and invoice requires it. TAN (Tax Deduction Account Number) is separate: you need it before making any payments subject to TDS (salaries, rent, contractor payments). Apply using Form 49B. Processing takes 7-10 days.

Bank account opening. Open a current account in the company's name using the Certificate of Incorporation, PAN, MoA, AoA, and a board resolution. If you have foreign directors or foreign shareholders, the bank will require additional FEMA compliance documentation — specifically, confirmation that the investment structure complies with RBI's FDI norms and FCGPR filings are in order. Choose a bank that integrates well with your accounting software; it saves dozens of hours over the year.

GST registration. Mandatory if your aggregate turnover exceeds ₹20 lakh (₹10 lakh for special category states), or if you sell through e-commerce platforms regardless of turnover. For most Bangalore startups selling via Amazon, Flipkart, or their own Shopify store, GST registration is required from day one. Apply on the GST portal using Form REG-01. You'll need the company PAN, address proof of the registered office, bank account details, and digital signatures of the authorised signatory.

MSME/Udyam registration. Free, entirely online at udyamregistration.gov.in. Classifies your company as micro, small, or medium based on investment and turnover. Benefits include priority sector lending, lower interest rates, protection against delayed payments (MSMED Act), and preferential treatment in government procurement. There's no downside — register immediately.

Shops & Establishment Act (Karnataka). Every company with a place of business in Karnataka must register under the Karnataka Shops and Commercial Establishments Act, 1961. Apply to the local labour inspector's office within 30 days of commencing operations. This registration governs working hours, leave policies, and conditions of employment. The registration is typically valid for 5 years.

Professional Tax registration. Karnataka levies Professional Tax on both employers and employees. As an employer, you must register with the Karnataka Commercial Taxes Department and deduct Professional Tax from employee salaries (₹200/month for salaries above ₹15,000). The employer enrollment certificate requires a separate application. Monthly PT returns are due by the 20th of the following month.

Phase 2: Post-Incorporation (Month 1-3)

This phase covers the Companies Act, 2013 requirements that most founders overlook — until their CA sends a panicked email about missed deadlines.

Opening books of accounts. Section 128 of the Companies Act requires every company to maintain books of accounts from the date of incorporation. These must be kept on an accrual basis and according to the double-entry system. Books must be maintained at the registered office or a location approved by the board via resolution. Set up your accounting software (Zoho Books, Tally, or QuickBooks) and begin recording transactions from day one — not month three.

Appointing an auditor. Under Section 139, your first auditor must be appointed by the board of directors within 30 days of incorporation. The auditor holds office until the conclusion of the first AGM. File Form ADT-1 with the RoC within 15 days of the appointment. This is a filing many startups miss — the penalty for non-appointment is ₹300/day for the company, and ₹100/day for every officer in default.

Issuing share certificates. Share certificates must be issued to subscribers within 60 days of incorporation (Section 56, Companies Act 2013). Each certificate must bear the company seal (if adopted), signatures of at least two directors, and a unique certificate number. Maintain Form SH-1 and update the Register of Members accordingly.

First board meeting. The first board meeting must be held within 30 days of incorporation. Subsequent board meetings must occur at least once every 120 days, with a minimum of four meetings per financial year. The gap between two consecutive meetings cannot exceed 120 days. Record minutes within 30 days and maintain them in a proper minute book.

Commencement of business filing (INC-20A). This is the one that catches almost everyone. Under Section 10A, you must file a declaration in Form INC-20A within 180 days of incorporation confirming that every subscriber has paid the value of shares agreed to be taken. If you don't file this, the company cannot commence business, and the RoC can initiate removal of the company's name. File it as soon as the subscription money is credited to the bank account — don't wait for the 180-day deadline.

DIN KYC for directors (DIR-3 KYC). Every individual holding a Director Identification Number must submit KYC details annually. The deadline is September 30 each year. For directors allotted DIN in the current year, the web-based KYC form suffices. For existing DINs, use the DIR-3 KYC e-form. Failure to complete KYC results in DIN deactivation — which means the director cannot sign any MCA filings until the KYC is regularised (with a ₹5,000 penalty).

Phase 3: DPIIT Recognition

The Department for Promotion of Industry and Internal Trade (DPIIT) offers a recognition programme for startups that unlocks meaningful tax and regulatory benefits. If you qualify, there's no reason not to apply.

Eligibility criteria. Your entity must be incorporated or registered as a private limited company, partnership firm, or LLP. It must have been incorporated after April 1, 2016 (or not more than 10 years old). Annual turnover must not have exceeded ₹100 crore in any financial year since incorporation. And the entity must be working towards innovation, development, deployment, or commercialisation of new products, processes, or services driven by technology or intellectual property.

Benefits worth pursuing. Tax exemption under Section 80-IAC — eligible startups can claim a deduction of 100% of profits for three consecutive years out of the first ten years from incorporation (subject to Inter-Ministerial Board approval). Self-certification for compliance under 9 environmental and labour laws. Easier public procurement — exemption from prior turnover and experience requirements in government tenders. Fast-track patent examination with 80% rebate on patent filing fees. Access to the Fund of Funds (managed by SIDBI).

Application process. Apply through the Startup India portal (startupindia.gov.in). You'll need to upload your Certificate of Incorporation, a brief description of your innovation, and supporting documents (pitch deck, product screenshots, patent filings, or revenue data showing the innovative nature of your business). Recognition is typically granted within 2-5 working days if documentation is in order.

Common rejection reasons. The most frequent reason for rejection is failing to demonstrate innovation — simply running a services company or a trading business doesn't qualify. Other reasons include incomplete documentation, turnover exceeding the threshold in a prior year, or the entity being a subsidiary or division of an existing non-startup company. If rejected, you can re-apply with a stronger innovation narrative.

Phase 4: Tax & Regulatory Setup

Once the foundational registrations are in place, you need to set up the recurring tax and regulatory infrastructure that your compliance team will manage on an ongoing basis.

Income tax advance payments. If your estimated tax liability for the year exceeds ₹10,000, you must pay advance tax in quarterly instalments: 15% by June 15, 45% by September 15, 75% by December 15, and 100% by March 15. Failure to pay attracts interest under Sections 234B and 234C at 1% per month.

TDS registration and compliance. Once you have your TAN, every payment subject to TDS must have tax deducted at source and deposited by the 7th of the following month. Quarterly TDS returns (Form 24Q for salaries, 26Q for non-salary payments) are due within 31 days of the quarter end. Issue Form 16/16A to deductees within the prescribed time.

ESI & PF registration. If you have 10 or more employees (for ESI) or 20 or more employees (for PF — though many startups voluntarily register with fewer), you must register on the EPFO and ESIC portals. PF contributions are 12% of basic salary each from employer and employee. ESI contributions are 3.25% from employer and 0.75% from employee (for employees earning up to ₹21,000/month). Monthly PF challans are due by the 15th; ESI by the 15th.

IEC registration. If your startup will import or export goods or services, apply for an Importer Exporter Code on the DGFT portal. The application is processed online, requires your PAN and bank account, and is typically issued within 3-5 working days.

FSSAI licence. Required if your business involves manufacturing, processing, packaging, distributing, or selling food products. Depending on turnover, you'll need either a basic registration (turnover below ₹12 lakh), state licence (₹12 lakh to ₹20 crore), or central licence (above ₹20 crore).

Trademark filing. Not a compliance requirement, but strongly recommended. File a trademark application for your brand name and logo on ipindia.gov.in. Startups recognised by DPIIT get a 50% rebate on trademark filing fees. The application costs ₹4,500 (with DPIIT recognition) versus ₹9,000 (without). A single trademark application covers one class — most startups need 2-3 classes.

Ongoing Compliance Calendar

Once all registrations are in place, these are the recurring deadlines your startup must track every single year. Missing even one triggers a penalty cascade.

Penalties for Non-Compliance

The penalties aren't hypothetical. We've seen first-hand what happens when startups defer compliance to "deal with it later." Here's what's at stake.

The compounding nature of these penalties is what makes them dangerous. A single missed ROC filing at ₹100/day becomes ₹36,500 over a year — for one form. Most startups have 2-3 ROC filings annually. Add in a missed auditor appointment, a couple of late GST returns, and you're looking at ₹1-2 lakh in entirely avoidable penalties before your startup is 18 months old.

TxCount works with Bangalore startups from day one of incorporation. We've built our compliance services around exactly this checklist — because we've seen what happens when it's ignored. Whether you're a solo founder who just received your Certificate of Incorporation or a funded startup scaling past 20 employees, our team ensures every registration, filing, and deadline is handled before it becomes a problem. See how we work with startups, or book a free consultation to walk through your specific compliance requirements.