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Commencement Filing (INC-20A)
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Commencement Filing (INC-20A)

Overview

What is a Commencement Filing (INC-20A)?

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.

NOTE ON COMMENCEMENT OF BUSINESS FILING (INC-20A)

Declaration for Commencement of Business under Section 10A of the Companies Act, 2013

1. Introduction

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.

2. Salient Features of INC-20A Filing

Mandatory for companies incorporated on/after 2nd November 2018

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.

Not applicable to companies without share capital

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.

Filing timeline – 180 days from incorporation

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.

Proof of payment required

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.

Consequences of non-compliance

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.

3. Frequently Asked Questions (FAQs)

Collapsible FAQs (or accordions) let visitors browse questions and click to expand answers, keeping pages uncluttered

Is a sectoral registration required to be attached with Form INC-20A for every company? +
Ans. No, only where the company's proposed business activity requires a specific registration or approval from a sectoral regulator (such as the Reserve Bank of India for an NBFC, IRDAI for an insurance-related business, or SEBI for certain intermediaries) is such registration/approval required to be obtained and attached with Form INC-20A.
Can Form INC-20A be revised after it has been filed and approved? +
Ans. Once Form INC-20A is filed and approved by the ROC, it generally cannot be revised; companies are advised to ensure the accuracy of the declaration, bank statement, and attachments before submission, since errors may require separate correction processes with the ROC.
Does filing Form INC-20A complete all post-incorporation compliance for a new company? +
Ans. No. Filing Form INC-20A is one of several post-incorporation compliances; the company must also separately ensure other requirements are met, such as appointment of the first auditor, verification of the registered office (if not done at incorporation), and maintenance of statutory registers, among others.


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