INC-20A Commencement of Business: 180-Day Deadline, Filing Process & ₹50,000 Penalty

A certificate of incorporation does not give a company the right to trade. For every company registered with share capital in India on or after 2 November 2018, one more filing sits between incorporation and legal operations: the INC-20A commencement of business declaration. It is a one-time form, it costs as little as ₹200 when filed on time, and it is due within 180 days of the date printed on the certificate of incorporation. If you have just completed private limited company registration, this is the first statutory deadline on your calendar.

Miss it and the arithmetic turns ugly quickly. An INC-20A commencement of business default carries a flat ₹50,000 penalty on the company under Section 10A(2), ₹1,000 per day on every officer in default up to ₹1,00,000 each, an MCA fee that multiplies up to twelve times, and exposure to removal of the company’s name by the Registrar. This guide covers who must file, how the 180 days are counted, the documents the ROC expects, the full fee tables, and how the declaration sits alongside your ongoing annual compliance for a private limited company.

What is Form INC-20A under Section 10A?

Form INC-20A is the declaration for commencement of business. Section 10A was inserted into the Companies Act, 2013 by the Companies (Amendment) Ordinance, 2018 to stop shell companies being incorporated on paper with subscription money that was never actually paid.

The declaration confirms two things to the Registrar of Companies:

• Every subscriber to the memorandum has paid the value of the shares agreed to be taken by them, into the company’s own bank account.
• The company has filed verification of its registered office with the Registrar, where that was not already done at incorporation.

Section 10A(1) is explicit that a company covered by it “shall not commence any business or exercise any borrowing powers” until the declaration is filed. That means no invoicing, no customer contracts and no bank loan or credit facility before the form goes in. It is a one-time filing, not an annual one.

Who must file INC-20A, and who is exempt

Two tests decide it, and both must be satisfied: the company must have share capital, and it must have been incorporated on or after 2 November 2018.

Entity type	INC-20A applicable?
Private limited company with share capital, incorporated on or after 2 Nov 2018	Yes
One Person Company with share capital, incorporated on or after 2 Nov 2018	Yes
Public limited company with share capital, incorporated on or after 2 Nov 2018	Yes
Company incorporated before 2 November 2018	No
Company limited by guarantee without share capital	No
Limited Liability Partnership	No — governed by the LLP Act, 2008

The rule catches the smallest structures too. A single-director company formed through One Person Company registration with ₹1 lakh of authorised capital and no revenue at all still has to file the declaration, because the form is about subscription money being paid, not about whether trading has started.

How the 180-day INC-20A deadline is calculated

The clock runs from the date of incorporation shown on the certificate of incorporation. Not the date you received the certificate, not the date the DSC was issued, and not the date the bank account was opened. There is no grace period and no automatic extension.

Date of incorporation	Last date to file INC-20A
1 February 2026	31 July 2026
15 March 2026	11 September 2026
1 June 2026	28 November 2026

In practice the binding constraint is rarely the form itself, which is straight-through processed. It is getting every subscriber to actually transfer money. Treat day 120 as your internal deadline for funds to land, so there is a month of buffer if a subscriber is travelling, a bank account is stuck in KYC, or a foreign subscriber’s remittance needs FIRC documentation.

What must be true before you can file

Three conditions have to be satisfied before the declaration can be made honestly and accepted without objection.

1. A current account in the company’s own name. Subscription money paid into a director’s personal account does not count.
2. Full subscription money received from each subscriber. Each subscriber must transfer their own MOA amount from their own bank account. Part payment, cash deposits and third-party transfers all create problems at certification stage.
3. Registered office verified. If the registered office address was not filed with SPICe+ at incorporation, Form INC-22 must be filed first. INC-20A cannot be filed ahead of it.

Most founders use the same window to complete the rest of the post-incorporation checklist: first auditor appointment through ADT-1, opening the statutory registers, and GST registration where the turnover or supply profile requires it.

Documents required for INC-20A

• Company bank statement showing each subscriber’s credit, by name and amount, matching the MOA.
• Payment advices or transfer receipts, where the statement narration does not clearly identify the subscriber.
• Certificate of registration from RBI, SEBI or another sectoral regulator, where the company’s objects require it.
• Digital signature of the director making the declaration.
• Certification by a practising chartered accountant, company secretary or cost accountant, with membership number and UDIN.

How to file INC-20A on the MCA V3 portal

1. Open the company’s current account and collect the full subscription amount from every subscriber.
2. File INC-22 first if the registered office was not filed at incorporation.
3. Download the bank statement covering every subscriber credit.
4. Log in to the MCA V3 portal and open the INC-20A webform.
5. Enter the CIN; company details auto-populate. Confirm the declaration of subscription received.
6. Attach the bank proof and any regulator approval.
7. Affix the director’s DSC and obtain professional certification.
8. Pay the fee, submit, and save the SRN and challan.

INC-20A is processed in straight-through mode, so approval is usually reflected on the company’s MCA master data within a few working days without any ROC query.

INC-20A government fee and late filing fee

Normal fee by nominal share capital

Nominal share capital	Normal MCA fee
Less than ₹1,00,000	₹200
₹1,00,000 to ₹4,99,999	₹300
₹5,00,000 to ₹24,99,999	₹400
₹25,00,000 to ₹99,99,999	₹500
₹1,00,00,000 and above	₹600

Additional fee for late filing

The delay is counted from the 180-day deadline, not from the date of incorporation. The multiplier applies to the normal fee above.

Period of delay	Additional fee
Up to 30 days	2 times normal fee
More than 30 and up to 60 days	4 times normal fee
More than 60 and up to 90 days	6 times normal fee
More than 90 and up to 180 days	10 times normal fee
More than 180 days	12 times normal fee

The multiplier is capped at twelve times, which is why the additional fee is never the expensive part. The penalty is.

The ₹50,000 penalty under Section 10A(2)

Section 10A(2) sets a penalty of ₹50,000 on the company, and ₹1,000 per day of continuing default on every officer in default, subject to a maximum of ₹1,00,000 per officer. This is a separate liability from the MCA late fee, and it arises because the declaration was not filed within the 180-day window — filing late afterwards does not erase it.

The penalty is imposed through an adjudication order by the Registrar acting as adjudicating officer under Section 454, not automatically at the payment stage on the portal. In practice that means a defaulting company may file the form quietly, then receive an adjudication notice months later. Companies that are already carrying older defaults usually deal with this as part of a broader ROC compliance recovery exercise rather than form by form.

What a 200-day delay actually costs

Take a private limited company with ₹1,00,000 authorised capital and two directors, filing 200 days after the deadline:

Component	Amount
Normal MCA fee	₹300
Additional fee at 12 times	₹3,600
Section 10A(2) penalty on the company	₹50,000
Penalty on two directors (cap reached at day 100 each)	₹2,00,000
Total exposure	₹2,53,900

The same filing made on day 179 would have cost ₹300 plus professional fees. That gap is the entire reason this form deserves a diary entry on incorporation day.

Strike-off risk under Section 248

Money is not the only exposure. Section 10A(3) allows the Registrar to initiate action for removal of the company’s name where no declaration has been filed within 180 days and the Registrar has reasonable cause to believe the company is not carrying on any business.

Two clauses of Section 248(1) bite here: clause (a), where a company has failed to commence business within one year of incorporation, and clause (c), where subscribers have not paid their subscription and no Section 10A declaration has been filed within 180 days. Once the name is struck off, getting it back means an appeal to the NCLT — far more expensive and slower than the original filing. If the company was never really going to trade, a deliberate exit through STK-2 strike off or a formal winding up of the company is a much better outcome than being struck off involuntarily.

Why INC-20A filings get held up

• Subscription money deposited in cash instead of transferred by bank.
• Money transferred from a spouse’s, parent’s or another company’s account rather than the subscriber’s own.
• Amount credited is less than the value subscribed in the MOA.
• Bank statement narration does not identify the subscriber by name.
• INC-22 pending, so the registered office is not verified.
• The company has already borrowed or raised invoices before filing, which is itself a Section 10A(1) breach.
• Waiting for the business to “actually start” — the single most common and most expensive misreading of the section.

Frequently asked questions about INC-20A

What is the last date to file INC-20A?

180 days from the date of incorporation shown on the certificate of incorporation. A company incorporated on 15 March 2026 must file by 11 September 2026.

Can INC-20A be filed after 180 days?

Yes, as long as the Registrar has not already struck the company off. The form is filed with an additional fee of 2 to 12 times the normal fee depending on the delay, and the Section 10A(2) penalty remains payable if and when it is adjudicated.

What is the penalty for not filing INC-20A?

₹50,000 on the company and ₹1,000 per day on each officer in default, capped at ₹1,00,000 per officer, plus the escalating MCA fee and exposure to strike-off under Section 248.

Can a company open a bank account or take a loan before filing INC-20A?

The bank account must be opened before filing, because the subscription money has to be credited to it. Borrowing is different: Section 10A(1) bars the company from exercising borrowing powers until the declaration is filed, so a term loan or credit facility drawn before that date is a breach.

Do LLPs have to file INC-20A?

No. LLPs are governed by the LLP Act, 2008 and Section 10A does not apply to them. Their obligations run through Form 8 and Form 11 instead.

What if a subscriber has not paid the subscription money?

The declaration cannot be made until they do. No professional can certify the form on partial subscription, and a false declaration exposes the director and the certifying professional to action. If a subscriber has genuinely walked away, the position needs to be corrected through a transfer of the subscribed shares before the form is filed.

Is a late INC-20A covered under CCFS-2026?

CCFS-2026, which runs to 31 August 2026, is built around the annual filing set — AOC-4, MGT-7 and MGT-7A, ADT-1 and the legacy 1956 Act forms. Event-based forms such as INC-20A are generally read as outside its scope, and commentary on this point is not consistent, so do not assume the 10% additional fee will appear at the payment stage. If your company also has pending annual filings, the CCFS 2026 last date of 31 August is the one to worry about first.

Who can certify Form INC-20A?

A chartered accountant, company secretary or cost accountant in whole-time practice, in addition to the director’s digital signature. The professional certifies that the subscription money has been received and verified against the company’s bank records.

Getting the declaration in before day 180

INC-20A is one of the cheapest filings under the Companies Act, 2013 and one of the most expensive to forget. The whole exercise is a bank transfer, a statement download and a certified webform — but the section is drafted so that the cost of missing it lands on the directors personally, not just the company. Diarise the 180th day on the day the certificate of incorporation arrives, and work backwards from it.

Once the declaration is filed, the next dates arrive quickly: ADT-1 for the first auditor, then AOC-4 and MGT-7A in the first filing season. Both are mapped out in the small company annual filing guide for FY 2025-26 and the ROC compliance calendar for 2025-2026.