The first ninety days: what actually breaks

Use this guide once the Indian entity exists and the first people have joined. It lists the statutory clocks that start at incorporation or at a headcount threshold, then the operating failures we see most often. It does not replace counsel, a company secretary or a payroll provider, and it does not cover incorporation itself or tax structuring.

Each item is labelled required by law (we fetched the statute or regulator's page), usual practice (most centres do it, and should) or a judgement call (it depends on your parent, your work and your people).

Clocks that start at incorporation

1. First board meeting within 30 days (required by law). Section 173(1) of the Companies Act 2013 requires the first meeting of the board within thirty days of incorporation and at least four meetings a year thereafter (CAIRR).
2. First auditor within 30 days (required by law). Section 139(6): the board appoints the first auditor within thirty days of registration; if it fails, the members must do so within ninety days at an extraordinary general meeting (Indian Kanoon).
3. Report the parent's capital within 30 days of allotment (required by law). An Indian company that issues shares to a person resident outside India files Form FC-GPR "not later than 30 days from the date of issue of shares" (RBI Master Circular on Foreign Investment). Filing is through the Single Master Form on the RBI's FIRMS portal (RBI circular of 7 June 2018); the current rule sits in the Non-Debt Instruments Rules 2019 and late filings attract a late submission fee (EquityList guide, May 2026). Note that the clock runs from allotment, not from receipt of money.

Clocks that start at a headcount

A fast-hiring centre crosses these on a Tuesday and nobody is counting.

• Shops and Establishments, Maharashtra (required by law). The 2017 Act applies to establishments with ten or more workers; the employer must apply for registration within sixty days of commencing business (Act text, sections 1(4) and 6(1)).
• Profession tax, Maharashtra (required by law). Every employer liable to deduct the tax must obtain a registration certificate, and must apply within thirty days of becoming liable (Maharashtra State Tax on Professions Act 1975, section 5).
• Employees' State Insurance at ten persons (required by law). ESIC states that the Act applies to non-seasonal factories employing ten or more persons and has been extended by state governments to shops and other establishments employing ten or more; the wage limit for coverage is Rs 21,000 a month, Rs 25,000 for persons with disability, effective 1 January 2017 (ESIC coverage). Headcount decides whether you are covered; the wage ceiling decides who contributes.
• Provident Fund at twenty persons (required by law). The EPF Act applies to establishments employing twenty or more persons, and an establishment once covered stays covered even if numbers later fall below twenty (EPF Act, sections 1(3) and 1(5)).
• Internal Committee under the POSH Act (required by law). Every employer must constitute an Internal Committee by written order; complaints from establishments with fewer than ten workers go to the district Local Committee instead; failure to constitute the committee is punishable with a fine of up to fifty thousand rupees (Act, sections 4, 6 and 26). Constitute it before the tenth hire (a judgement call); the external member takes weeks to find.
• The Labour Codes (required by law, in transition). The four Codes came into force on 21 November 2025, replacing 29 central laws; existing rules and notifications continue until new rules are finalised (DD News, 21 November 2025). PRS Legislative Research noted in November 2025 that rules were still expected.

What we see go wrong

None of this is statistical; it is pattern, offered so you can look for it early.

Payroll and statutory deductions (usual practice). The first payroll is run before registrations exist, so deductions are made and not deposited. The fix is a registration calendar owned by one person, a payroll provider who will refuse to run without the numbers, and a reconciliation of every deduction against a challan each month.

The bank account and the capital inflow (a judgement call on sequencing). Opening the account takes longer than incorporation. The parent wires money before the account is ready, or wires it to a director. Then the allotment is delayed, and the reporting clock above starts anyway. Decide the sequence with the authorised dealer bank before the first remittance.

Transfer pricing before the first invoice (usual practice). If the intercompany agreement, the pricing method and the cost base are not agreed before the first invoice, the first year's accounts inherit an expensive problem. Sign the agreement, then invoice.

Data access and security onboarding (usual practice). New hires wait weeks for access to the parent's systems because the parent's security team was not told a new legal entity was coming. Treat the centre as a new vendor in the parent's own process from day one: entity, devices, identity, network.

The gap between the sponsor and the local head (a judgement call). The executive who sponsored the centre in the parent is not the person who runs it day to day. Decide, in writing, who sets priorities, who approves hires, and who the local head calls when the two disagree.

Over-hiring before the work is defined (a judgement call). The plan says fifty people by month six, and thirty people arrive to find no backlog and no manager. Hire the leaders and the first team against work that already exists in the parent; let the plan's number follow the work, not lead it.

A ninety-day sequence that usually holds

1. Weeks one to two: first board meeting, auditor, bank mandate, registered office, and a registration calendar with owners.
2. Weeks three to six: capital received and allotted, FC-GPR filed, Shops and Establishments and profession tax registered, payroll provider engaged, intercompany agreement signed.
3. Weeks seven to thirteen: Internal Committee constituted, provident fund and ESI registrations as headcount approaches the thresholds, first invoice to the parent, first reconciliation of deductions, and a written review of the sponsor and local head arrangement.

Check before you rely on this

1. The central and Maharashtra rules under the Labour Codes, which can change the headcount thresholds, the wage definitions and the registration mechanics described here.
2. The ESI wage ceiling, which is revised by notification; the Rs 21,000 figure dates from 2017.
3. FEMA reporting timelines and the late submission fee, which the RBI changes by circular; confirm the current master direction before filing.