Every company incorporated on or after 2nd November 2018, having a share capital, is required to obtain a Certificate of Commencement of Business before it can start any business operations or exercise any borrowing powers. This requirement, introduced through the insertion of Section 10A into the Companies Act, 2013, is fulfilled by filing a declaration in Form INC-20A with the Registrar of Companies (ROC), confirming that the subscribers to the Memorandum have paid the value of shares agreed to be taken by them at the time of incorporation.
Declaration for Commencement of Business under Section 10A of the Companies Act, 2013
Every company incorporated on or after 2nd November 2018, having a share capital, is required to obtain a Certificate of Commencement of Business before it can start any business operations or exercise any borrowing powers. This requirement, introduced through the insertion of Section 10A into the Companies Act, 2013, is fulfilled by filing a declaration in Form INC-20A with the Registrar of Companies (ROC), confirming that the subscribers to the Memorandum have paid the value of shares agreed to be taken by them at the time of incorporation.
Form INC-20A serves as a self-declaration by the company that it has received the subscription money from all its initial subscribers and has complied with certain other statutory requirements, such as filing verification of its registered office. Until this declaration is filed and the ROC records it, the company is legally restricted from commencing business, entering into contracts, or borrowing money, even though it has already obtained its Certificate of Incorporation.
Every company incorporated on or after 2nd November 2018 and having a share capital must file Form INC-20A before commencing any business or exercising any borrowing powers.
Since the requirement under Section 10A is linked to receipt of the value of shares from subscribers, companies incorporated without share capital (such as certain companies limited by guarantee) are not required to file Form INC-20A.
The declaration in Form INC-20A must be filed within 180 days from the date of incorporation of the company. Failure to meet this timeline attracts dynamic late fees and can lead to penalty proceedings.
The primary attachment for Form INC-20A is the bank statement of the company showing the receipt of the total subscription amount from all the subscribers, matching the share capital clause of the MOA.
If a company fails to file Form INC-20A within 180 days, the company is liable to a penalty, every officer in default is liable to a daily fine, and the ROC may initiate strike-off proceedings against the company on the grounds that it is not carrying on any business.
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