INC-20A is the declaration a covered company files before starting business or borrowing money. A certificate of incorporation does not, by itself, complete this requirement. The company must receive the agreed share money from every subscriber and complete its registered-office verification.
The main rules are in Sections 10A and 12 of the Companies Act, 2013 on India Code. Rule 23A, introduced by the 2018 amendment, identifies INC-20A as the form and requires professional verification.
Does your company need to file?
Section 10A covers companies with share capital incorporated after the provision came into force on 2 November 2018. This includes a newly incorporated private company with share capital. An LLP is a different legal structure; this company form does not apply to it. If you are still deciding which structure to use, see our LLP versus private limited company comparison.
For a covered company, an authorised director must file the declaration within 180 days of incorporation. Track the number of days, rather than treating the deadline as six calendar months. Filing earlier may be necessary if the company wants to start business or borrow before the end of that period.
Three things to complete before business starts
| Requirement | What it means in practice |
|---|---|
| Every subscriber has paid | A subscriber is a person who agreed to take shares in the memorandum. Check each person's agreed amount against money actually received by the company. |
| Registered office has been verified | Section 12(2) requires this filing within 30 days of incorporation. An address in your internal records is not enough; check the filing evidence. |
| INC-20A has been filed | The director declares that the share-payment and registered-office conditions have been met. A saved draft does not satisfy this requirement. |
All three matter. Opening a bank account, receiving only part of the subscription money or completing incorporation does not replace the declaration. Likewise, completing registered-office verification does not remove the separate INC-20A requirement.
INC-20A and INC-22 serve different purposes
INC-20A concerns commencement of business. INC-22 concerns verification or a change of the registered office. Before preparing INC-20A, check how the registered-office verification was completed during or after incorporation, and keep the relevant filing record. Do not assume that a further INC-22 is needed in every case, or that INC-20A can correct an incomplete office-verification record.
Prepare the payment details and supporting records
Reconcile each subscriber separately. Keep the memorandum, bank records and a working sheet showing the agreed share value, receipts and any shortfall. An expected payment is not a received payment.
The INC-20A form substituted by MCA's notification of 19 January 2023 (Gazette copy hosted by CAIRR) contains fields for each shareholder's name, the receiving bank and IFSC, account number, receipt date and amount. Its attachment list does not retain the earlier separate mandatory subscriber-payment-proof item. This does not mean the company can discard its payment evidence.
The substituted form requires an office photograph showing the outside of the building and the inside of the office, with at least one director or key managerial personnel member visible. It also provides for relevant regulator documents and a Nidhi declaration where applicable. Check the live form's attachment limits before uploading.
Who signs, and when is a regulator's approval needed?
The director signs using a digital signature certificate, usually called a DSC. The form also contains certification by a chartered accountant, cost accountant or company secretary in whole-time practice. The professional checks the particulars and attachments against the company's original records. Arrange this review before the filing deadline.
Keep the board resolution authorising the director to sign. If the company's proposed activities require approval or registration from a sectoral regulator, Rule 23A requires that approval to be obtained and attached to the declaration. INC-20A does not replace permission to conduct a regulated business.
A share-payment example
Suppose two subscribers agree to take the following shares. This is a hypothetical example, and the registered-office verification is assumed to be complete.
| Subscriber | Agreed shares | Amount due | Received so far | Still unpaid |
|---|---|---|---|---|
| A | 3,000 at ₹10 each | ₹30,000 | ₹30,000 | ₹0 |
| B | 2,000 at ₹10 each | ₹20,000 | ₹15,000 | ₹5,000 |
| Total | 5,000 shares | ₹50,000 | ₹45,000 | ₹5,000 |
The director cannot yet declare that every subscriber has paid in full. B's promise to transfer the remaining ₹5,000 next week does not close the gap.
Once the company receives and records that ₹5,000, total receipts become ₹50,000 and the unpaid balance becomes zero. The team can then finish the declaration, provided the other requirements are met. The payment must have been received by the date the declaration is made.
Carry the filing through to acknowledgement
The publicly available copy of the INC-20A V3 instruction kit describes this sequence:
- Open INC-20A on MCA, sign in with the authorised account and complete the form.
- Submit it and note the service request number, or SRN.
- Apply the required digital signatures to the generated PDF and upload the signed document.
- Pay the fees and retain the acknowledgement email, payment record and submitted form.
That copy specifies a signed-PDF upload window of 15 days after SRN generation. Payment must follow within seven days of upload or the form's filing due date plus two days, whichever is earlier. These processing windows do not extend the statutory 180-day requirement. Check the current MCA instructions and the deadline shown against your SRN before filing.
Use the SRN to check the final filing status. A draft, an SRN alone or an unfinished payment is not sufficient evidence that filing is complete.
What happens if the company defaults?
Under Section 10A(2), the company faces a ₹50,000 penalty. An officer in default faces ₹1,000 for each day the default continues, capped at ₹1 lakh.
Check Section 446B before applying those figures to a particular company. It provides lesser penalties for eligible One Person Companies, small companies, recognised start-up companies and Producer Companies, including the relevant persons in default. The penalty must not exceed half the specified penalty, subject to the section's overall caps of ₹2 lakh for a company and ₹1 lakh for an officer or other person. Being newly incorporated does not, by itself, establish eligibility as a recognised start-up.
Section 10A(3) also allows the Registrar to begin removal of the company's name if no declaration is filed within 180 days and there is reasonable cause to believe the company is not carrying on business or operations. Removal is not an automatic event on day 181.
Filing fees, additional fees and statutory penalties are separate. Paying a late-filing fee does not by itself erase a statutory default. If the deadline has passed, confirm the applicable filing route, fees and consequences with the certifying professional.
Keep one complete filing record
Retain the incorporation date and deadline calculation, subscriber-payment reconciliation, bank evidence, registered-office verification, board authorisation, required regulator approvals, signed INC-20A, payment evidence and acknowledgement. This gives the director and finance team a clear record of what was completed before business or borrowing began.
