Form INC-20A — Commencement of Business

Form INC-20A is the one filing most founders forget. You incorporate the company, get the CIN, open a current account, start chasing customers — and somewhere around day 200, your CA sends a panicked WhatsApp message about a ₹50,000 penalty and possible strike-off. That call is entirely avoidable. Under Section 10A of the Companies Act 2013, every share-capital company has 180 days from the date of incorporation to file Form INC-20A — a declaration that each subscriber has actually paid for the shares they agreed to take.

The form itself is short. The evidence behind it — bank credits from each subscriber, matched to the MOA subscription clauses — is what makes or breaks the filing. Get it right in month four, and your company is fully active, GST-ready, bank-friendly, and investor-clean. Skip it, and the Registrar can quietly remove your entity from the register while you are busy building the product.

At a Glance

• Who needs it: Every company with share capital incorporated on or after 2 November 2018 — Private Limited, Public Limited, OPC, Section 8 with share capital.
• Governing law: Section 10A of the Companies Act 2013, read with Rule 23A of the Companies (Incorporation) Rules 2014.
• Deadline: Within 180 days of the date of incorporation printed on your Certificate of Incorporation.
• Penalty if missed: ₹50,000 flat on the company, plus ₹1,000 per day per director, capped at ₹1,00,000 per director.
• Mandatory attachment: Bank statement showing receipt of subscription money from every subscriber listed in the MOA.
• Turnaround: Same-day filing once subscriber money is in; ROC approval typically lands in 3-7 working days.
• Filed by: Authorised director using active Class-3 DSC; the form requires professional certification by a practising CA, CS, or CMA.
• Linked filing: INC-22 within 30 days of incorporation if the registered office was not fully declared at SPICe+ Part B.

What's New for FY 2026-27

The form itself has not changed. The portal around it has — and so has the enforcement posture of the Registrar.

• V3 portal stable: INC-20A now sits on the unified MCA V3 portal; older V2 SRNs cannot be revived and any draft data on V2 has lapsed.
• Algorithmic strike-off triggers: Section 248(1) action is auto-flagged by the system for companies that cross the 180-day window without filing — manual review is no longer the default.
• DPDP Act overlay: Subscriber KYC stored as part of the evidence pack must follow DPDP consent norms from day one; loose Aadhaar copies on email no longer pass diligence.
• Director DIN-KYC active: DSC must be current and DIR-3 KYC for every signing director must be filed for the previous financial year — expired status blocks INC-20A upload.
• Bank evidence rigour: ROC now cross-checks subscriber-name on the bank statement against the MOA; initials, spelling mismatches, and joint-account credits are routinely marked back.
• Paid-up capital validation: V3 cross-checks declared paid-up capital against any SH-7 filed and against the authorised capital ceiling — overshooting or undershooting both produce errors.

Why You Cannot Treat This as Optional

• No legal commencement until approved: Until INC-20A is approved, the company cannot legally commence business or exercise borrowing powers under Section 10A(1).
• MCA Master Data reflects status: Master Data shows 'Active - Compliant' only after INC-20A; banks restrict current account features and reject loan applications until that flag flips.
• Strike-off has become algorithmic: The Registrar's action under Section 248(1) now lands in your registered email without manual case review — many founders learn about it only when the account freezes.
• Revival is expensive and slow: Reviving a struck-off company under Section 252 means NCLT proceedings — ₹25,000+ in legal cost and three to six months of dead time.
• Investor diligence stops cold: Term sheets get rescinded when the data room shows pending INC-20A; lawyers list it as a closing condition and timelines slip.
• Customer and bank onboarding stalls: Large enterprise customers, NBFCs, and corporate banks run MCA Master Data checks at onboarding; non-compliance becomes a vendor-registration blocker.
• Penalty stacks per director: It is not one capped figure for the company — every director takes the ₹1,000-per-day hit, so a four-director default crosses ₹4 lakh in cumulative exposure within 100 days.

How It Actually Works

Six clean steps. The variable is how quickly subscribers wire their money — that one piece sets the entire timeline.

Step 1: Incorporation Document Audit

We pull your Certificate of Incorporation, MOA, AOA, SPICe+ approval, current account details, and CIN. The subscriber list and committed subscription amount in the MOA become the reference sheet for everything that follows. Any mismatch between MOA subscription clauses and the actual amount each shareholder intends to pay gets flagged at this stage — before money moves, so corrections do not require an MOA alteration later.

Step 2: Subscription Money Coordination

Every subscriber wires the exact rupee amount committed in the MOA from their personal account to the company's current account. Cash deposits, third-party transfers, and rounded-off amounts will not pass ROC scrutiny. We coordinate this end-to-end with subscriber-wise email instructions, UTR tracking, and same-day confirmation as each credit lands in the company account.

Step 3: Bank Statement Download and Cross-Match

Once every credit is in, we download the company's bank statement covering the credit-receipt period. Each line is matched against the subscriber roster — name, amount, value date. If a subscriber's name on the bank statement differs from the MOA (initials versus expanded name, surname spelling), we obtain a bank confirmation letter clarifying the account holder, which sits in the evidence pack.

Step 4: Form Preparation and INC-22 Bundling

We fill INC-20A with the CIN, date of incorporation, subscriber-wise paid-up capital, and attach the bank statement plus Section 10A declaration. If the registered office was not declared at SPICe+ Part B (some companies use a temporary address at incorporation), INC-22 is prepared in parallel and filed alongside — saving a second professional certification cycle and a second filing fee.

Step 5: Professional Certification and Director Sign-Off

A practising CA, CS, or CMA digitally certifies the form. The authorised director — typically the managing director or one of the founder-directors — signs the Section 10A declaration with their active Class-3 DSC. Both DSCs are pre-tested on the V3 portal to avoid last-minute upload failure, and DIN-KYC status is confirmed for every signing director.

Step 6: MCA Portal Filing and Approval Tracking

The form is uploaded on V3, SRN generated, government fee paid, and the acknowledgement preserved with timestamp. We monitor SRN status daily; once the ROC approves (typically 3-7 working days), MCA Master Data updates to reflect commencement, and we hand over the approval challan, certified form copy, and an updated compliance tracker with the next milestone dates.

A Real Example: 4-Founder SaaS Company Incorporated 15 January 2026

Here is how the timeline and penalty math actually play out for a typical Bengaluru SaaS startup.

• Cap structure: Authorised capital ₹10 lakh; paid-up subscription per MOA ₹4 lakh (₹1 lakh per founder).
• Day 1 (15 January): Company incorporated, CIN issued, current account opened with HDFC by day 12.
• Day 60 (16 March): All four founders wire ₹1 lakh each from personal savings accounts; total ₹4 lakh credited with clear UTR references.
• Day 65: Bank statement downloaded, subscriber names matched against MOA, evidence pack compiled.
• Day 67: INC-20A filed; SRN generated; ₹300 government fee paid; form digitally certified by practising CS.
• Day 73: ROC approval received; MCA Master Data updated to 'Active - Compliant'; share certificates issued.
• Penalty avoided: Had filing slipped to day 280, exposure would have been ₹50,000 on the company plus ₹1,00,000 per director × 4 = ₹4,50,000 total.

Filing in month three rather than month seven is a five-figure cost decision, not just a paperwork preference. The work is small; the savings are not.

What Backs Up Each Filing — Evidence Pack Standard

ROC scrutiny on V3 has tightened. We prepare an evidence pack that survives both the filing review and any later investor diligence.

• Subscriber-wise UTR / NEFT references: Each credit tagged with reference number, value date, and remitter account number.
• Annotated bank statement: PDF marked up with subscriber-name highlights matched line-by-line against the MOA subscription clause.
• MOA subscription extract: Page-level extract attached as a separate annexure so the reviewer does not have to hunt through the full MOA.
• Bank welcome letter: Account opening confirmation and welcome kit copy, useful when bank-statement formatting changes between branches.
• Cap table: Pre- and post-subscription cap table, aligned with paid-up capital declared on the form.
• Share certificates: Drafted, signed, stamped, and entered in the Register of Members, where capital is fully paid.
• Board resolution: Signed minutes noting receipt of subscription money and authorising INC-20A filing by a named director.

When Series A diligence opens, the investor's lawyer asks for two documents first — the Certificate of Incorporation and the INC-20A approval challan. Have both ready in a single closing binder.

Where It Goes Wrong

• Wrong remitter account: Subscribers wire from a joint account or spouse's account — ROC rejects the bank evidence because the remitter does not match the MOA subscriber.
• Cash deposit instead of transfer: Cash credits do not pass the 'received in account' test under Section 10A; only banking-channel transfers qualify.
• Rounded-off amounts: A subscriber wires ₹1,01,000 instead of the MOA-committed ₹1,00,000 — paid-up capital mismatch surfaces and the form is marked back.
• Foreign subscriber without FIRC: Inward remittance without an FIRC creates a FEMA reconciliation gap that resurfaces during the form review and during later FC-GPR filing.
• INC-22 missed: Registered office never confirmed at SPICe+, no INC-22 filed within 30 days — fresh penalty exposure under Section 12(8) stacks on top of Section 10A.
• DSC expiry mid-filing: Director DSC expires between board resolution date and filing date — re-issuance and re-emudra registration delays the entire filing by a week.
• Rushed week-26 filing: Form prepared in the final week without bank-statement cross-check — marked back by the ROC, deadline missed, penalty triggered.
• Pre-approval billing: Company starts customer invoicing before INC-20A approval — contracts and revenue technically ultra vires until commencement is declared, and the clean-up resurfaces at diligence.

What You Receive at the End

• INC-20A approval challan from the MCA V3 portal
• Certified copy of the filed form with every attachment
• Updated MCA Master Data screenshot showing 'Active - Compliant' status
• Subscriber-wise paid-up capital schedule signed by the director
• Evidence pack — annotated bank statement, MOA extract, subscriber KYC, UTR list
• Board resolution and Section 10A declaration on company letterhead
• INC-22 approval challan, if filed in parallel with INC-20A
• Share certificates drafted and ready for board issuance
• Register of Members updated to reflect paid-up subscription
• Compliance tracker with the next 12 months of milestones — AOC-4, MGT-7, ADT-1, DIR-3 KYC

How to Get Started

Send us your Certificate of Incorporation, MOA, AOA, and the SPICe+ approval email. Within one working day we map the subscription schedule per MOA, confirm whether your current account is already open, and tell you exactly what each subscriber needs to wire — with reference notes the bank will record clearly. If a foreign subscriber is involved, we also map the FEMA route and the FIRC requirement upfront so the inward remittance does not get stuck.

From there, we coordinate the credits, download the statement, prepare the form, obtain professional certification, and file. Most clients are filed and approved within two to three weeks of engagement, well before the 180-day deadline. If you are already past day 150, we move on a same-day footing — your timeline still works, but only if subscriber money is ready to move on the day we engage. If you are past day 180, the brief shifts to a delayed-filing strategy with penalty payment and any required strike-off response, and we move on that the same day.