Form INC-20A: Commencement of Business Declaration - Complete Filing Guide

Your company has been incorporated, the Certificate of Incorporation is in hand, and you are ready to begin operations. But there is one filing standing between your newly registered company and the legal right to conduct business - Form INC-20A. Without filing this declaration, your company cannot enter into contracts, raise funds, or even exercise borrowing powers.

This guide covers everything about Form INC-20A: what it is, who must file it, the exact step-by-step process on the MCA portal, government fees, late fee calculations, real penalty orders from 2025-26, and the consequences of missing the 180-day deadline.

What Is Form INC-20A and Why Does It Matter?

Form INC-20A is a declaration for commencement of business filed with the Registrar of Companies (ROC) under Section 10A of the Companies Act, 2013, read with Rule 23A of the Companies (Incorporation) Rules, 2014. It confirms that every subscriber to the Memorandum of Association has paid the value of shares agreed to be taken by them.

Section 10A was introduced through the Companies (Amendment) Ordinance, 2018, effective from 2 November 2018. It replaced the earlier Section 149 that applied only to public companies, extending the commencement of business requirement to all companies with share capital. The purpose is to prevent shell companies and ensure that newly incorporated entities have genuine capital before they begin operations.

For founders who have completed their private limited company registration, Form INC-20A is the critical next step that unlocks the legal ability to commence business, open operational credit facilities, and exercise borrowing powers.

Key Terms You Should Know

• Section 10A: The provision under the Companies Act, 2013 that mandates every company incorporated after 2 November 2018 with share capital to file a declaration of commencement of business within 180 days.
• Rule 23A: The rule under the Companies (Incorporation) Rules, 2014 that prescribes the form (INC-20A), verification requirements, and attachments for the commencement declaration.
• Subscriber to the Memorandum: The initial shareholders whose names appear on the last page of the Memorandum of Association (MOA) and who agree to take a specified number of shares at the time of incorporation.
• STP Mode (Straight Through Processing): An MCA filing mode where the form is auto-approved by the system upon submission without manual ROC scrutiny. Form INC-20A is processed in STP mode.
• Subscription Money: The amount paid by subscribers for the shares they agreed to take at the time of incorporation. This must be deposited in the company’s bank account before filing INC-20A.
• Form INC-22: The form used to verify the company’s registered office address with the ROC under Section 12(2). Filing INC-22 is a prerequisite for INC-20A if the registered office was not confirmed during incorporation.

Who Needs to File Form INC-20A Under the Companies Act 2013?

The requirement to file INC-20A applies to every company with share capital incorporated on or after 2 November 2018. This includes:

• Private Limited Companies incorporated after 2 November 2018
• One Person Companies (OPCs) with share capital
• Public Limited Companies incorporated after 2 November 2018
• Section 8 Companies that have share capital
• Companies that subsequently need GST registration or other sector-specific approvals

Companies exempt from INC-20A:

• Companies incorporated before 2 November 2018 (regardless of share capital)
• Companies limited by guarantee without share capital
• LLPs registered under the LLP Act, 2008 (INC-20A applies only under the Companies Act)

If your company falls within the applicability criteria and you have not yet filed INC-20A, your company is legally prohibited from commencing any business operations or exercising borrowing powers, regardless of how much time has passed since incorporation.

How to File Form INC-20A: Step-by-Step Process

1. Open a Company Bank Account and Deposit Subscription Money. Open a current account in the company’s name using the Certificate of Incorporation, PAN, MOA, AOA, and a board resolution. All subscribers listed in the MOA must deposit the full value of shares agreed upon into this account. The bank statement showing these deposits is the primary attachment for INC-20A.
2. Ensure the Registered Office Is Verified with the ROC. Section 10A(1)(b) requires that the company has filed verification of its registered office under Section 12(2) before INC-20A can be filed. If this was done through SPICe+ Part B during incorporation, no separate filing is needed. Otherwise, file Form INC-22 with proof of the registered office address first.
3. Prepare a Board Resolution Authorising the INC-20A Filing. Pass a board resolution in a duly convened board meeting authorising a director to sign and file Form INC-20A. Record the resolution in the minutes book as per Secretarial Standard-1.
4. Log In to the MCA V3 Portal and Select Form INC-20A. Navigate to MCA Services > Company E-Filing > Informational Services > INC-20A. Enter the company’s CIN, which auto-populates the company name, registered office address, and authorised capital.
5. Fill in the Required Details and Attach Documents. Enter the latitude and longitude of the registered office, company email ID, and details of each subscriber’s share capital deposit (shareholder name, bank name, account number, IFSC code, date of receipt). Attach the bank statement as a PDF (max 2 MB) and a photograph of the registered office showing the external building and inside office with at least one director/KMP visible.
6. Obtain Digital Signature and Professional Certification. The form must be digitally signed by a director of the company using a valid DSC. It must also be certified by a practising Chartered Accountant, Company Secretary, or Cost Accountant. For companies regulated by RBI, SEBI, or IRDA, attach the registration or approval certificate from the sectoral regulator. Businesses can coordinate with their private limited company compliance team for this step.
7. Submit the Form and Pay the Government Fee. After submission, pay the government fee online through the MCA portal. The fee ranges from Rs 200 to Rs 600 based on authorised capital. INC-20A is processed in STP (Straight Through Processing) mode, meaning it is auto-approved upon submission. The approval typically reflects within 2-5 working days on the company’s MCA dashboard.

Documents Needed for Filing Form INC-20A

• Company bank statement showing deposit of subscription money from each subscriber (PDF, max 2 MB)
• Board resolution authorising the director to sign and file INC-20A
• Photograph of registered office showing the external building and interior with at least one director/KMP visible (JPG, max 2 MB)
• Certificate of Incorporation (for CIN reference)
• Memorandum of Association (to verify subscriber list and share values)
• Digital Signature Certificate (DSC) of the signing director
• Practising professional’s membership number (CA/CS/CWA) for certification
• RBI/SEBI/IRDA registration certificate (only for NBFCs and sector-regulated companies)
• Form INC-22 filing receipt (if registered office was not verified during SPICe+ incorporation)
• Latitude and longitude coordinates of the registered office address

Form INC-20A: Government Fees and Late Filing Charges

The MCA government fee for filing Form INC-20A depends on the company’s authorised share capital. The fee structure as of FY 2025-26 is:

Late Filing Fee Structure:

If INC-20A is not filed within 180 days, an additional late fee applies on top of the normal filing fee. The late fee is calculated as a multiplier of the normal fee:

Note: The late filing fee is separate from the adjudication penalty under Section 10A(2). A company filing INC-20A late pays both the late fee to MCA and may face a separate penalty of Rs 50,000 on the company and Rs 1,000/day per officer through ROC adjudication proceedings.

Common Mistakes to Avoid When Filing INC-20A

Mistake 1: Waiting until day 179 to start the process. Filing INC-20A requires a bank statement showing subscription money, a board resolution, a professional certification, and a registered office photograph. These cannot be arranged overnight. Start the process within the first 60 days of incorporation to avoid last-minute complications.

Mistake 2: Depositing subscription money from the wrong account. The subscription money must come from each subscriber’s personal account, not from a common pool or third-party transfer. MCA scrutiny checks the bank statement for matching subscriber names. Deposits from unrelated accounts can result in form rejection.

Mistake 3: Not filing INC-22 before INC-20A. If the registered office was not verified during the SPICe+ incorporation process, the MCA portal will block INC-20A filing until INC-22 is filed and approved. Many founders discover this only when they attempt to file INC-20A, causing unnecessary delays.

Mistake 4: Skipping the annual Director KYC filing after INC-20A. Some founders treat INC-20A as the last compliance step and ignore ongoing obligations. DIR-3 KYC, board meetings, and annual compliance requirements for companies continue every year regardless.

Mistake 5: Unclear registered office photograph. The photograph must show the company nameplate (with company name, CIN, registered office address, email, and contact number) legibly on the external building. Interior photos must show at least one director or KMP. Blurry or non-compliant photos lead to form rejection.

Penalties for Not Filing Form INC-20A Under Section 10A

The penalty framework for INC-20A non-filing is prescribed under Section 10A(2) of the Companies Act, 2013. These are not discretionary - the ROC can initiate adjudication proceedings independently upon identifying the default.

Under Section 10A(2), failure to file Form INC-20A within 180 days attracts a penalty of Rs 50,000 on the company. Every officer in default is liable to a penalty of Rs 1,000 per day during which the default continues, subject to a maximum of Rs 1,00,000 per officer. In a January 2026 adjudication order, MCA imposed Rs 50,000 on a company and Rs 1,00,000 on a single director for a 304-day delay in filing INC-20A.

Under Section 248 of the Companies Act, if the ROC has reasonable cause to believe that a company has not commenced business within one year of incorporation (or has not filed INC-20A), the ROC may initiate proceedings to strike off the company’s name from the Register of Companies. Striking off effectively dissolves the company and requires a separate NCLT application for restoration.

Additionally, until INC-20A is filed, the company cannot commence any business operations, enter into contracts, exercise borrowing powers, or file certain other MCA forms. This operational paralysis affects everything from vendor agreements to bank credit applications.

How INC-20A Connects with Other Post-Incorporation Requirements

Form INC-20A sits at the intersection of several post-incorporation compliance requirements. Before INC-20A can be filed, the company must have held its first board meeting under Section 173(1), appointed its first auditor under Section 139(6), and verified its registered office under Section 12(2). The board meeting is where the resolution authorising INC-20A filing is typically passed, along with the statutory auditor appointment and bank account authorisation.

Once INC-20A is filed and the commencement of business status is confirmed on the MCA portal, the company’s ongoing compliance obligations under the post-incorporation compliance guide begin in full. This includes filing annual returns (MGT-7), financial statements (AOC-4), income tax returns (ITR-6), and Director KYC (DIR-3 KYC) every year.

For companies regulated by RBI, SEBI, or IRDA, the sectoral registration certificate must be obtained before filing INC-20A. This means NBFCs, insurance intermediaries, and SEBI-registered entities face an additional prerequisite step that extends the compliance chain beyond what standard private limited companies encounter.

INC-20A Applicability: Who Must File vs Who Is Exempt

Key Takeaways

Form INC-20A is a mandatory one-time declaration under Section 10A of the Companies Act, 2013 that every company with share capital incorporated on or after 2 November 2018 must file with the ROC within 180 days of incorporation to legally commence business operations.

The penalty for non-filing is Rs 50,000 on the company and Rs 1,000 per day on each officer in default (capped at Rs 1,00,000 per officer), and the ROC can initiate striking off proceedings under Section 248 if the company has not commenced business.

The filing fee ranges from Rs 200 to Rs 600 based on authorised capital, with late filing attracting a multiplier of 2x to 12x the normal fee depending on the delay period, in addition to the adjudication penalty under Section 10A(2).

INC-20A is processed in STP (Straight Through Processing) mode on the MCA V3 portal, meaning it is auto-approved upon submission with valid documents, typically reflecting on the company’s MCA dashboard within 2-5 working days.

Before filing INC-20A, the company must have opened a bank account, deposited subscription money from all MOA subscribers, held the first board meeting, appointed the first auditor, and verified the registered office address with the ROC.

Need Help Filing Form INC-20A?

Filing INC-20A involves coordinating bank documentation, board resolutions, registered office photographs, and professional certification - all within a strict 180-day window. For first-time founders managing incorporation paperwork alongside business operations, ensuring every document meets MCA specifications can be time-consuming.

Explore our private limited company compliance services for end-to-end support from INC-20A filing through annual compliance.

For queries, reach out at +91 945 945 6700 or WhatsApp us directly.