Commencement of business 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.
Three rules mark what happens once a company is formed. Rule 18 says the Registrar issues the certificate of incorporation in Form INC-11. Rule 23A prescribes Form INC-20A for the director's declaration under section 10A and requires the contents to be verified by a professional. Rule 38A lets the incorporation application carry registrations for GSTIN, EPFO, ESIC and other items through Form INC-35.
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024, with the 2022 proviso to rule 12; later notifications substitute forms only). Later amendments should be checked. For post-incorporation paperwork, see our compliance documentation service.
The Registrar issues the certificate of incorporation in Form INC-11, which mentions the company's PAN where the Income-tax Department has issued it. The director's declaration under section 10A is in Form INC-20A, verified by a company secretary, chartered accountant or cost accountant in practice, with any sectoral regulator approval attached. Under rule 38A, Form INC-35 (AGILE-PRO-S) accompanies the incorporation application for the registrations listed.
Rule 18: certificate of incorporation
Rule 18 provides that the Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11, and the certificate shall mention the permanent account number of the company where it is issued by the Income-tax Department. The PAN wording was inserted by the Amendment Rules, 2017 dated 25 January 2017, in force from 30 January 2017. The form itself has been substituted in later notifications; those are form-only changes. See our rules 12 and 38 article, where rule 38(10) also names INC-11.
Rule 23A: the INC-20A declaration for commencement of business
Rule 23A, inserted by the Fourth Amendment Rules, 2018, says the declaration under section 10A by a director shall be in Form No. INC-20A and shall be filed as provided in the Companies (Registration Offices and Fees) Rules, 2014. The contents of the form shall be verified by a company secretary, a chartered accountant or a cost accountant in practice.
The proviso says: in the case of a company pursuing objects requiring registration or approval from any sectoral regulators, such as the Reserve Bank of India or the Securities and Exchange Board of India, the registration or approval, as the case may be, from that regulator shall also be obtained and attached with the declaration.
What section 10A itself requires is in the Act; read our section 10A guide. The rule prints no fee amount and no due date. For the practical risk of non-filing, read INC-20A and strike-off risk for newly incorporated companies and Form INC-20A: declaration for commencement of business.
The form as substituted on 8 April 2022
A notification dated 8 April 2022 substituted Form INC-20A. Its headings run: "Declaration for commencement of business"; company details (CIN, GLN, name, registered office address, e-mail); whether the company's affairs are regulated by a sectoral regulator (such as RBI for NBFI activities), the regulator's name and the letter or registration number, approval issued under section 406 and its date, as the case may be; attachments (subscribers' proof of payment for value of shares, certificate of registration from the RBI or other regulators, notification declaring a Nidhi company, and optional attachments); a Declaration by a director authorised by Board resolution, confirming among other things that every subscriber to the MOA has paid the value of shares agreed to be taken and that the company has filed the verification of its registered office under section 12(2); and a Certificate by a practising chartered accountant, cost accountant or company secretary. The form carries a note drawing attention to sections 448 and 449 of the Act.
Example: Orchid Software Private Limited is incorporated and its director signs INC-20A after every subscriber has paid for the shares, while its CA in practice verifies the contents. The company has no sectoral regulator, so no regulator approval is attached. A sister company planning to operate as a Nidhi attaches the notification declaring it a Nidhi, in line with the rule 12 proviso discussed in our article on rules 12 and 38.
Rule 38A: registrations alongside incorporation
Rule 38A, inserted on 29 March 2019, provides that the application for incorporation under rule 38 shall be accompanied by e-form AGILE-PRO-S (INC-35) containing an application for registration of the following numbers:
| Clause | Registration | Effective from (as printed) |
|---|---|---|
| (a) | GSTIN | 31 March 2019 |
| (b) | EPFO | 8 April 2019 |
| (c) | ESIC | 15 April 2019 |
| (d) | Profession Tax Registration | 23 February 2020 |
| (e) | Opening of Bank Account | 23 February 2020 |
| (f) | Shops and Establishment Registration | No date printed |
The rule's heading names GSTIN, ESIC, EPFO, profession tax, opening a bank account and shops and establishment registration. The rule describes only the application; it prints nothing on how those authorities process it. For tax questions, see our income-tax guides.
How the three rules fit together
| Stage | Rule | Form | Who signs or issues |
|---|---|---|---|
| Incorporation application | 38 | SPICe+ (INC-32) | Applicant |
| Registrations with incorporation | 38A | AGILE-PRO-S (INC-35) | Applicant |
| Certificate | 18 | INC-11 | Registrar |
| Commencement declaration | 23A | INC-20A | Director, with professional verification |
Need help after incorporation?
The INC-20A declaration, bank account, tax registrations and statutory registers all follow incorporation. TaxClue can prepare and file them in order; see our compliance documentation page.
Key takeaways
- The certificate of incorporation is issued in Form INC-11 and mentions the PAN where the Income-tax Department has issued it.
- The section 10A declaration is in Form INC-20A, signed by a director and verified by a CS, CA or cost accountant in practice.
- Sectoral regulator registration or approval must be attached to INC-20A where objects need it.
- Rule 38A links GSTIN, EPFO, ESIC, profession tax, bank account and shops and establishment registration to INC-35.
- Fees are in the Registration Offices and Fees Rules; none is printed here.
Read next
- Rules 12 and 38: the SPICe+ application
- Rules 25 and 27: verification of the registered office and INC-22
- INC-20A declaration and strike-off risk
- Section 10A of the Companies Act, 2013: commencement of business
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.