INC-20A is the declaration that a company has actually received the share subscription money its promoters agreed to pay. It is filed under Section 10A of the Companies Act, 2013 and is due within 180 days of incorporation.
Until it is filed, the company may not commence business and may not exercise any borrowing powers. For a newly incorporated company that is already trading, that is a serious position to be in.
Who Must File
INC-20A applies to a company that satisfies both of the following:
- It was incorporated on or after 2 November 2018, the date Section 10A took effect; and
- It has share capital.
A company limited by guarantee without share capital, and a company incorporated before 2 November 2018, are outside Section 10A. Every ordinary private limited company and OPC incorporated through SPICe+ since that date is within it.
What the Declaration Certifies
A director declares that every subscriber to the memorandum has paid the value of the shares agreed to be taken by them. This is the substance of the filing, and it is where it most often fails.
The subscription money must actually have moved into the company's own bank account. Cash in hand, money sitting in a promoter's personal account, or a book entry are not sufficient. The attachment ROC expects is proof of receipt, normally a bank statement showing the credit from each subscriber.
The declaration is verified by a practising professional, so the professional is attesting to the same facts.
The Registered Office Link
Section 10A(1)(b) also requires the company to have filed verification of its registered office under Section 12(2). Where the address was declared in SPICe+ Part B at incorporation, that requirement is already satisfied. Where the company incorporated without a confirmed address, INC-22 has to be filed before INC-20A can be completed.
Due Date
One hundred and eighty days from the date of incorporation, as shown on the certificate of incorporation. There is no extension mechanism; the only route after the deadline is to file late with the additional fee and accept the penalty exposure.
Fees and Late Fees
The normal fee follows the authorised share capital slab. Past 180 days an additional fee applies on the 2x to 12x band by length of delay. You can compute the exact figure for your capital and delay on the MCA fee calculator.
Penalty Under Section 10A(2)
The penalty is specific and unusually blunt:
- The company is liable to a penalty of ₹50,000.
- Every officer in default is liable to ₹1,000 for each day the default continues, subject to a maximum of ₹1,00,000.
The company-side penalty is a flat amount rather than a daily accrual, so it attaches in full the moment the deadline passes. The officer-side penalty does accrue daily, which is why a long-ignored INC-20A becomes expensive for the directors personally.
The Strike-Off Risk
This is the consequence that catches promoters by surprise. Under Section 248(1)(d), where a company has not filed the declaration under Section 10A within 180 days and the Registrar has reasonable cause to believe it is not carrying on business, the Registrar may initiate action to remove the company's name from the register.
A dormant INC-20A is therefore not merely a fee problem. It is one of the specific grounds on which the ROC can begin striking the company off.
Common Reasons INC-20A Is Rejected
- Bank proof does not match the subscription. The credits must reconcile to each subscriber's agreed amount, not simply show a balance.
- Money credited after the declaration date. Receipt must precede the declaration.
- Partial subscription. Every subscriber must have paid; one unpaid subscriber blocks the filing.
- Registered office verification outstanding. Section 10A(1)(b) is a separate limb and is checked.
- Filed against the wrong date. The 180 days run from incorporation, not from the first board meeting or the bank account opening.
Where It Fits in the First Year
INC-20A is one of several obligations that land in a new company's first year alongside the first AGM, ADT-1 for the first auditor, and the first AOC-4. Leagully tracks the 180-day window from the incorporation date on the live MCA record and prepares INC-20A against it, so the deadline is visible from day one rather than discovered in month seven.