Form INC explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
If your company was incorporated after 2 November 2018 and it has share capital, there's a line you can't cross until you've filed one form.
Section 10A says a company shall not commence any business or exercise any borrowing powers until a declaration in Form INC-20A has been filed.
Not "should not". Cannot. Every invoice you raise before that filing is raised in breach, and so is every rupee you borrow.
Due within 180 days of incorporation. Filed by a director, certified by a practising CA, CS or CMA. You're declaring that every subscriber has actually paid for their shares — into the company's own bank account. Miss it and it's ₹50,000 on the company, ₹1,000/day on each officer, and the ROC can start striking the company off.
What exactly does Section 10A require?
Two things, and you need both:
One — a director files a declaration within 180 days of incorporation, stating that every subscriber to the memorandum has paid the value of the shares agreed to be taken by them.
Two — the company has filed verification of its registered office under Section 12(2), which is Form INC-22.
That second limb catches people out. A company that has collected every rupee of subscription money but never filed INC-22 has not complied with Section 10A. More on INC-22 →
| Applies to | Every company with share capital incorporated on or after 2 Nov 2018 |
| Doesn't apply to | Companies incorporated before that date; companies without share capital |
| Filed by | A director |
| Certified by | Practising CA, CS or Cost Accountant |
| Deadline | 180 days from incorporation |
Section 8 companies and OPCs with share capital are covered like anyone else.
Why do so many INC-20A declarations turn out to be false?
Because of what the declaration actually says: that every subscriber has paid the value of the shares agreed to be taken by them. That's a statement about money that has genuinely moved, from the right person, into the right account.
Get the sequence right:
- Open the company's bank account. In the company's own name. Money sitting in a director's personal account doesn't count.
- Each subscriber remits, from their own account, the full subscription amount shown against their name in the subscriber sheet of the MOA.
- Get the bank statement showing each credit with the remitter identifiable.
- Then file INC-20A with the statement attached.
Three things that make the declaration untrue:
- One subscriber paying for another. If the subscriber sheet says A takes 5,000 shares, A pays for them. Not A's father, not the other co-founder.
- Cash with no bank trail. The MCA expects a credit in the company's account, and your certifying professional is attesting to having verified receipt.
- Part payment. Section 10A needs the value of the shares agreed to be taken — the whole subscription, not an instalment.
If a subscriber genuinely can't fund their subscription, restructure the shareholding inside the 180 days. Don't file a declaration that isn't true.
What do you attach?
| Attachment | Notes |
|---|---|
| Proof of receipt of subscription money | Bank statement showing credits from each subscriber, or a bank certificate. Mandatory. |
| Sectoral regulator's registration certificate | Mandatory where your objects need RBI, SEBI or IRDAI registration |
| Board resolution | Optional but customary — authorising the director to declare |
| Subscriber-wise reconciliation | Optional; useful when bank narrations are unclear |
What does it cost — and what does a delay cost?
The normal fee follows the nominal share capital slab:
| Nominal share capital | Fee |
|---|---|
| Under ₹1,00,000 | ₹200 |
| ₹1,00,000 – under ₹5,00,000 | ₹300 |
| ₹5,00,000 – under ₹25,00,000 | ₹400 |
| ₹25,00,000 – under ₹1,00,00,000 | ₹500 |
| ₹1,00,00,000 and above | ₹600 |
Late, and the additional fee multiplies:
| Delay | Additional fee |
|---|---|
| Up to 30 days | 2× normal fee |
| 31–60 days | 4× |
| 61–90 days | 6× |
| 91–180 days | 10× |
| Over 180 days | 12× |
Important: the additional fee is not the penalty. It's the late-filing fee. The Section 10A(2) penalty is separate and comes on top. Additional fee slabs in full →
What happens if you blow the 180 days?
The penalty — Section 10A(2)
| Who | Penalty |
|---|---|
| The company | ₹50,000 |
| Every officer in default | ₹1,000 per day of continuing default, up to ₹1,00,000 |
And remember who "officer in default" means. With no KMP and no Board resolution specifying a director under Section 2(60)(iii), every director is one. Full penalty chart →
The strike-off — Section 10A(3)
This is the part that actually hurts. Where no declaration is filed within 180 days and the Registrar has reasonable cause to believe the company isn't carrying on business, they may initiate removal of the company's name from the register.
A struck-off company comes back only through an application to the NCLT under Section 252. That's months and real money, to undo a ₹300 filing.
The commercial fallout
- You can't lawfully commence business — so every pre-filing invoice is in breach.
- You can't exercise borrowing powers — no bank loan, no inter-corporate loan, and on a strict reading not even an unsecured director's loan.
- Banks and investors ask for the INC-20A challan as standard KYC and diligence. Not having it stalls your account opening and your first round.
How do you actually file it?
- Check you're covered — share capital, incorporated on or after 2 Nov 2018.
- Confirm INC-22 is filed. If not, file it first.
- Verify each subscriber's payment against the subscriber sheet in the eMOA.
- Download the bank statement covering every subscription credit, stamped or e-signed by the bank.
- Pass a Board resolution authorising a director to make the declaration.
- Prepare INC-20A on the MCA V3 portal — the CIN auto-populates the company details; enter the date the last subscriber paid.
- Attach the bank statement and any regulator certificate.
- Affix the DSC of the director and of the certifying professional, with their membership and CoP number.
- Pay and note the SRN.
- Keep the challan, the filed form and the bank statement in your records. It's a first-ask item in every future diligence.
Key takeaways
- 180 days from incorporation. There's no extension mechanism.
- Both limbs matter — the declaration and INC-22. One without the other isn't compliance.
- Each subscriber pays their own subscription in full, from their own account, into the company's account.
- The additional fee isn't the penalty. Both apply.
- The strike-off risk under 10A(3) is the real exposure, not the ₹50,000.
- File late rather than not at all — it removes the strike-off trigger.
Read next
- Post-Incorporation Compliance: The First 180 Days
- Registered Office and Form INC-22
- Private Limited Company Registration: SPICe+ Step-by-Step
- Penalties for Non-Compliance: Section-wise Chart
- MCA Additional Fees for Late Filing
Disclaimer: Fee slabs and penalty amounts stated as on 4 September 2026 and subject to amendment. Verify on mca.gov.in before filing and take professional advice.