INC-20A Filing: Commencement of Business Declaration, Deadline & Penalty
By Legal & GST Advisory Team at LegalDev | Qualified Chartered Accountants and Tax Advocates
with 10+ years in GST litigation, audit proceedings and notice drafting.
INC-20A is the declaration a director files with the Registrar of Companies, under Section 10A of
the Companies Act, 2013, to confirm that every subscriber to the memorandum has paid for the
shares they agreed to take. You must file it within 180 days of incorporation.
Until it is filed, a new company with share capital is not allowed to commence business or
exercise borrowing powers, and missing the window exposes the company to a ₹50,000 penalty and
each officer in default to ₹1,000 a day, capped at ₹1 lakh.
Declaration Under
Section 10A, Form INC-20A
Due Date
180 Days from Incorporation
Penalty on Company
₹50,000
Key takeaways
Who files: a director, for a company having share capital that was incorporated after 2 November 2018.
When: within 180 days of the date of incorporation, with a bank statement showing the subscriber payments.
Registered office verification (Form INC-22) is a separate condition under Section 10A(1)(b). Filing INC-20A alone does not satisfy the section.
Late filing costs a multiple of the normal fee, and the Section 10A(2) penalty is a separate exposure.
If neither the declaration nor any business activity appears on the register, the Registrar can start strike-off proceedings under Section 10A(3).
What is Form INC-20A and who must file it?
Form INC-20A is the declaration prescribed by Rule 23A of the Companies (Incorporation) Rules,
2014 for Section 10A. A director signs it, and a practising Company Secretary, Chartered
Accountant or Cost Accountant verifies its contents. In plain terms, it tells the Registrar that
the money promised by the founders under the memorandum has actually reached the company's bank
account.
Section 10A(1) applies to a company that has a share capital and was incorporated after the
section's commencement, which the Companies (Amendment) Act, 2019 fixed as 2 November 2018. That
covers private limited companies, public companies and One Person Companies with share capital.
Most Section 8 companies are limited by guarantee and carry no share capital, so they fall
outside the section, though you should check your own memorandum. LLPs are governed by a
different Act and do not file this form.
A word on terminology.
People search for a "commencement of business certificate for a private limited company". Under
the 1956 Act the Registrar issued one. The 2013 Act's current Section 10A works through a
declaration and the Registrar's acceptance of the form, and we are not aware of a separate
certificate document issued afterwards. Keep the approved form and its acknowledgement on file as
your proof.
INC-20A due date: the 180-day window
The declaration is due within 180 days of the date of incorporation shown on your Certificate of
Incorporation. The day count is not the same as six calendar months, so do not estimate.
Here is a worked example. A company incorporated on 15 January 2026 reaches day 180 on 14 July
2026 (treating 16 January as day 1). Some practitioners count the incorporation date itself,
which would make it 13 July. We tell clients to plan for the earlier day and file well before it.
| Step |
Timing |
What happens |
| Incorporation |
Day 0 |
Certificate of Incorporation issued with CIN |
| Registered office verification (INC-22) |
Within 30 days of incorporation under Section 12(2) |
Registered office address proof filed with the Registrar |
| Subscriber payments |
Any time before filing |
Each subscriber pays the value of shares agreed in the MOA into the company account |
| INC-20A |
Within 180 days |
Director's declaration, verified by a professional, filed with bank statement |
| After day 180 |
Late |
Additional fee applies, penalty exposure under Section 10A(2) begins |
Notice what the table says about order. The money must move first, and the bank statement is your
evidence, so a company that delays the subscriber payment delays everything behind it. We would
also treat the 180 days as a ceiling and not a target. A company that cannot show subscriber
money in its account on day 100 should be asking why.
Documents required for INC-20A
The form itself is short. The weight sits in the attachments and in the verification.
| Item |
Why it is needed |
| Certificate of Incorporation, CIN and MOA/AOA |
To match subscribers, share amounts and incorporation date |
| Company bank account details |
Account number, bank name and IFSC are entered in the form |
| Bank statement showing subscriber credits |
The core proof under Section 10A(1)(a) |
| Subscriber details |
Names, amounts agreed, amounts paid and dates of receipt |
| Evidence of INC-22 filing |
Registered office verification is a separate Section 10A(1)(b) condition |
| Digital signatures |
Director's DSC and the verifying professional's DSC |
| Foreign inward remittance proof |
Where any subscriber is a non-resident and pays from abroad |
Bank account statement proof for INC-20A
The statement should let an ROC officer match each subscriber to an amount and a date without
guesswork. A few habits help, and these are our own reasoning from how the form works, not a rule
printed in the statute:
Keep subscriber payments traceable. Names on the statement should match the subscribers in the memorandum.
Pay from the subscriber's own account. A payment routed through a third party invites questions.
Do not mix the subscriber capital with unrelated early transactions if you can avoid it. A clean statement is easier to verify.
Ask the bank for the statement for the period from account opening to the filing date, in the bank's own format.
One point
catches people out. Section 10A speaks of the value of shares each subscriber "agreed to be
taken", so the amount in your statement should line up with what the memorandum says each person
subscribed for.
INC-20A filing process on the MCA V3 portal
From the deadline check to the approved form.
1
Confirm the deadline
Take the incorporation date, count 180 days and subtract a buffer.
2
Check INC-22
If the registered office verification is not filed, file it first or alongside.
3
Open the bank account and collect all subscriber payments
The money must reach the company account before you file.
4
Get the statement and compute the matches
Reconcile each subscriber, amount and date against the MOA.
5
Pass a board resolution
Authorise the director to file, as company practice requires.
6
Log in to the MCA V3 portal
Go to mca.gov.in, open the INC-20A e-form and enter the CIN, subscriber and bank details.
7
Attach the bank statement and other documents
Attach everything the form lists.
8
Sign
The director signs digitally, and the verifying CA, CS or cost accountant signs as well.
9
Pay the fee and record the SRN
Late filing adds fee automatically.
10
Track the status
Keep the approved form and acknowledgement with your statutory records.
Portal menus and attachment sizes change with MCA releases, so follow the current instruction kit
for exact click paths.
Penalty for late filing of INC-20A and consequences of not filing
Two different charges can land on a company that is late, and they do not offset each other.
First, the additional fee for delay
INC-20A is not an annual return form, so it follows the multiple-of-fee scale in the Companies
(Registration Offices and Fees) Rules, 2014. The delay is counted from the 180th day.
| Delay after due date |
Additional fee |
| Up to 15 days |
1× normal fee |
| 16 to 30 days |
2× normal fee |
| 31 to 60 days |
4× normal fee |
| 61 to 90 days |
6× normal fee |
| 91 to 180 days |
10× normal fee |
| More than 180 days |
12× normal fee |
The normal fee comes from the authorised-capital slab, so check the current MCA fee table for your
figure. The 2022 amendment also added a higher additional fee for repeat defaulters on certain
forms; read the rules before assuming it does not apply to you. The Taxmann explainer on the 2022
changes summarises them.
Second, the statutory penalty under Section 10A(2)
| Who |
Penalty |
| The company |
₹50,000 |
| Every officer in default |
₹1,000 for each day of continuing default, up to ₹1,00,000 |
These are imposed through adjudication by the Registrar, so they are not automatic at the portal.
But a company that files late has still missed the window, and the facts for adjudication exist.
What happens if INC-20A is never filed
The company cannot lawfully commence business or exercise borrowing powers. In our view that is the practical blocker, because banks, lenders and investors often ask for proof of compliance before they finance a new company.
If no declaration is filed within 180 days and the Registrar has reasonable cause to believe the company is not carrying on business, Section 10A(3) allows action to remove the company's name under Chapter XVIII (Section 248).
Unfiled and unexplained, the default also sits on the public record as a compliance gap that later diligence will find.
Once INC-20A is done, the annual filings follow. Our guide to AOC-4 filing covers the next big
deadline in a new company's calendar.
Where INC-20A filings go wrong
These are patterns we expect to see based on how the form is built, so read them as a checklist,
not as statistics:
Subscriber money paid late or in the wrong amount. The declaration says every subscriber has paid, so one short payment can make the declaration untrue.
INC-22 forgotten. Teams file INC-20A and assume Section 10A is complete.
Bank statement mismatches. A subscriber's name or amount that does not match the memorandum draws a query.
Counting the deadline loosely. Six months is not 180 days.
No one owns the task. Promoters assume the incorporation agent handled it, and the agent assumes the founders did.
How LegalDev handles INC-20A filing
We are Chartered Accountants and Tax Advocates with more than ten years in GST litigation, audit
proceedings and notice drafting. That background shapes how we handle INC-20A. We treat the
declaration as a statement that will be read later, by a lender, an auditor or a Registrar, so we
check it against the paperwork before it goes in.
What we do
Deadline calculation from your Certificate of Incorporation, with a filing target well inside the 180 days.
Applicability check for your company type and incorporation date.
Document and bank statement review against the MOA, subscriber by subscriber.
INC-22 check so Section 10A(1)(b) is also satisfied.
Filing and professional verification, with DSC coordination and SRN tracking.
Late filings: computing the additional fee and the Section 10A(2) exposure, and advising on any ROC notice.
What comes after: your ROC compliance services calendar, including annual filings.
We cannot promise how a Registrar will exercise discretion on a long delay. We can tell you what
you owe, what to file first and how to document the facts. If you are still setting up, see our
notes on private limited company registration, and when you are ready with your incorporation date
and bank statement, talk to our compliance team.
Useful references: the bare text of Section 10A on the Income Tax Department's law pages, the MCA
portal for forms and circulars, and India Code for the Act.
Frequently Asked Questions (FAQs)
It is the declaration of commencement of business under Section 10A of the Companies Act, 2013. A director confirms that every subscriber to the memorandum has paid for the shares they agreed to take.
Within 180 days of the date of incorporation shown on the Certificate of Incorporation.
A company having a share capital that was incorporated after 2 November 2018. Private companies, public companies and OPCs with share capital are all covered.
Yes. Section 10A(1)(b) separately requires verification of the registered office under Section 12(2). Filing INC-20A without INC-22 leaves the section unmet.
₹50,000 on the company, and ₹1,000 per day on every officer in default, up to ₹1,00,000, under Section 10A(2).
A multiple of the normal fee, from 1× for a delay of up to 15 days to 12× for a delay of more than 180 days.
No. Section 10A says a covered company shall not commence business or exercise borrowing powers until the declaration, and INC-22, are filed.
A bank statement of the company showing receipt of subscription money from each subscriber.