Your company is registered. It still cannot legally trade until INC-20A is filed.
Incorporation gives you a certificate. Form INC-20A is what actually lets the company begin business and exercise its borrowing powers. It is due within 180 days, it requires every subscriber to have paid their subscription money into the company's bank account first, and the deadline does not extend.
The essentials, in one look
The obligation
What Form INC-20A actually does
Incorporation and permission to trade are two different things. The Certificate of Incorporation creates the company as a legal person. Form INC-20A is the declaration that unlocks its ability to operate.
Section 10A, Companies Act 2013 · Rule 23A, Companies (Incorporation) Rules 2014
Until this declaration is filed, a company shall not commence any business and shall not exercise any borrowing powers.
The declaration confirms that every subscriber to the memorandum has paid the value of the shares agreed to be taken by them. Section 10A was inserted with effect from 2 November 2018.
You must file INC-20A if
- Your company was incorporated on or after 2 November 2018
- and it has share capital
Both conditions together. That covers private limited companies, One Person Companies, public limited companies and Section 8 companies that were formed with share capital.
You do not file if
- The company was incorporated before 2 November 2018
- The company has no share capital — most Section 8 companies are limited by guarantee and fall here
- You registered an LLP — Section 10A applies to companies, not limited liability partnerships
- You registered a sole proprietorship or partnership firm — neither is a company
This form cannot be self-filed alone. Rule 23A requires the declaration to be verified by a practising Chartered Accountant, Company Secretary or Cost Accountant. Where your objects need approval from a sectoral regulator such as the RBI or SEBI, that approval must be attached too.
Subscription money
How much capital must each person deposit?
This is the step that holds up most INC-20A filings, and it is almost always a misunderstanding rather than a shortage of money. Get the amount and the paper trail right and the filing itself takes minutes.
First, a correction that matters. The obligation does not fall on directors. It falls on subscribers to the Memorandum of Association — the people who signed the MOA and agreed to take shares.
In a typical new company the same people are both, so the distinction goes unnoticed. But a director who is not a subscriber deposits nothing, and a subscriber who is not a director still has to pay in full. Read your MOA subscriber page, not your list of directors.
The amount, per subscriber
Shares subscribed × face value per share = amount to deposit
Do not use this
Authorised capital
The ceiling the company may issue up to. Nobody deposits this. A company can have ₹10 lakh authorised and ₹1 lakh subscribed.
Use this
Subscribed capital
What the subscribers actually agreed to take, share by share, on the MOA subscriber page. This is your deposit target.
Result
Paid-up capital
What has actually reached the company's bank account. For INC-20A, this must equal subscribed capital in full.
Three worked examples
| Subscriber | Shares | Deposit |
|---|---|---|
| Subscriber A | 5,000 | ₹50,000 |
| Subscriber B | 5,000 | ₹50,000 |
| Must reach the company account | 10,000 | ₹1,00,000 |
Note that ₹10,00,000 authorised is irrelevant to the deposit. Only the ₹1,00,000 subscribed has to be paid in.
| Subscriber | Shares | Deposit |
|---|---|---|
| Sole subscriber | 10,000 | ₹1,00,000 |
| Must reach the company account | 10,000 | ₹1,00,000 |
The nominee of an OPC is not a subscriber to the memorandum and deposits nothing.
| Subscriber | Shares | Deposit |
|---|---|---|
| Subscriber A — 60% | 30,000 | ₹3,00,000 |
| Subscriber B — 30% | 15,000 | ₹1,50,000 |
| Subscriber C — 10% | 5,000 | ₹50,000 |
| Must reach the company account | 50,000 | ₹5,00,000 |
Each amount must be traceable to that individual subscriber. Subscriber A cannot deposit the full ₹5,00,000 and settle up privately with B and C afterwards.
Six ways this goes wrong
The most common failure. Each subscriber's contribution must arrive separately and be identifiable as theirs. A single lump sum from one person does not evidence that every subscriber has paid.
The transfer should come from the subscriber's own bank account. A payment from a spouse, parent or another company's account breaks the trail even when the money is genuinely theirs.
A cash credit does not name the depositor in the statement narration. Use NEFT, IMPS, RTGS or a cheque from the subscriber's account so the name appears.
Section 10A requires the full value of the shares agreed to be taken. Partial payment does not support the declaration, however small the shortfall.
It must reach the company's own current account, opened in the company's name using the Certificate of Incorporation and PAN.
Founders occasionally transfer the full authorised amount because they assume that is the requirement. Only the subscribed amount is needed — the rest is money unnecessarily locked in.
Sample attachment
What the bank statement needs to show
The core attachment to INC-20A is a bank statement or bank certificate evidencing that every subscriber has paid in. Below is an illustrative example built on the two-founder company from Example 1 — what a clean, acceptable statement looks like, and the four things a reviewer checks.
SAMPLE VENTURES PRIVATE LIMITED
Current Account · A/c No. XXXXXXXX4821
Statement period: 01 Apr 2026 to 30 Apr 2026
Branch: Sample Branch · IFSC: SMPL0001234
| Date | Description | Credit | Balance |
|---|---|---|---|
| 05 Apr 2026 | Opening balanceAccount opened with Certificate of Incorporation and company PAN | — | 0.00 |
| 08 Apr 2026 | 2NEFT CR-SMPL0001234-ANANYA R SUBSCRIBER-SUBSCRIPTION MONEYTransfer from subscriber's own savings account | 50,000.00 | 50,000.00 |
| 09 Apr 2026 | 2NEFT CR-SMPL0005678-VIKRAM T SUBSCRIBER-SUBSCRIPTION MONEYTransfer from subscriber's own savings account | 50,000.00 | 1,00,000.00 |
| — | 3Total subscription money receivedMatches subscribed capital on the MOA subscriber page in full | 1,00,000.00 | 1,00,000.00 |
Not a founder's personal account and not a proprietorship account. Opened using the Certificate of Incorporation, MOA, AOA and company PAN.
The narration carries the individual subscriber's name. This is what evidences that every subscriber has paid, rather than someone paying on their behalf.
Total credits equal the subscribed capital on the MOA subscriber page. Not the authorised capital, and not a rounded figure.
Deposits must land before the declaration is filed, and the filing must happen within 180 days of incorporation.
If your existing statement does not name the subscribers clearly — a cash deposit, or a narration that shows only a reference number — ask your bank for a subscription money certificate on letterhead, naming each subscriber and the amount received. Banks issue these routinely and it resolves the problem without redoing the transfers.
Deadline calculator
How many days do you have left?
Enter the date on your Certificate of Incorporation. The 180-day window runs from that date, and there is no automatic extension.
Filing deadline
—
Time remaining
—
Section 10A exposure
—
Enter your incorporation date to see your dates.
Indicative, counted from the date on your Certificate of Incorporation. Penalty figures assume a single officer in default and are illustrative — actual adjudication depends on the number of officers and the facts of the case.
Send my incorporation date on WhatsAppBefore you file
What you need in hand
Nothing here is difficult to obtain, but the filing stalls if any one piece is missing. Gather all three groups before opening the form.
Attachments to the form
- Bank statement or bank certificate
Showing the subscription money credited by every subscriber. Self-attested by the authorised director, or issued on the bank's letterhead.
- Memorandum of Association
Specifically the subscriber page, which is what the deposit amounts are checked against.
- Sectoral regulator approval, where applicable
Only if the company's objects require registration or approval from a body such as the RBI, SEBI or IRDAI. Most companies do not need this.
Signing and certification
- Active DSC of the signing director
Registered on the MCA portal. If the director's DIN has been deactivated for a missed DIR-3 KYC, the signature will not go through — check this first.
- Certification by a practising professional
Rule 23A requires verification by a practising Chartered Accountant, Company Secretary or Cost Accountant. This is not optional.
- Board resolution authorising the filing
Authorising a named director to make the declaration on the company's behalf.
Details to enter
- CIN and date of incorporation
From the Certificate of Incorporation. The date drives your 180-day deadline.
- Total subscribed capital received
The figure that must match your MOA subscriber page and the bank statement total.
- Registered office address on record
If your registered office was not confirmed at incorporation, Form INC-22 has to be dealt with as well.
Process
How INC-20A is filed
The order matters. The money has to be in the account before the declaration can honestly be made, so the banking comes first and the form comes last.
Open the company current account
In the company's own name, using the Certificate of Incorporation, MOA, AOA, company PAN and the directors' KYC. Do this immediately after incorporation — account opening is the slowest step and it eats the 180 days.
Each subscriber transfers their subscription money
From their own bank account, by NEFT, IMPS, RTGS or cheque, in the exact amount shown against their name on the MOA subscriber page.
Obtain the statement or certificate
Download the statement showing every credit, or ask the bank for a subscription money certificate on letterhead if the narrations do not name the subscribers clearly.
Pass the board resolution
Authorising a named director to make the declaration and file the form on the company's behalf.
Have the form certified
A practising Chartered Accountant, Company Secretary or Cost Accountant verifies the declaration as required by Rule 23A, and digitally signs.
File on the MCA portal and keep the SRN
Submit with the director's DSC and pay the fee. A Service Request Number is generated — retain it as proof of filing.
What it costs
| Item | Amount |
|---|---|
| Government filing fee | ₹200 flat |
| Additional fee if filed late | Multiple of the normal fee, rising with the delay |
| Professional certification | Varies by professional |
The ₹200 government fee does not vary with your authorised capital. The additional fee on a late filing is separate from, and in addition to, the Section 10A(2) penalty described below.
Consequences
What a missed deadline costs
The penalty for INC-20A is unusually blunt. It is not a per-day fee that accrues gently from a small base — it opens at fifty thousand rupees and runs on two tracks at once.
Section 10A(2)
₹50,000
On the company
A single flat penalty for the default. It does not scale with your capital, your turnover, or the length of the delay.
Section 10A(2)
₹1,000 / day
On every officer in default
For each day the default continues, capped at ₹1,00,000 per officer. With three directors, that cap is ₹3,00,000 in aggregate.
Two charges, not one
The Section 10A(2) penalty is separate from the MCA additional fee for filing the form late. A company that crosses 180 days typically faces both: an increased filing fee to get the form through the system, and adjudication exposure under Section 10A(2) on top.
These penalties arise through adjudication proceedings rather than automatically at the portal, so they do not appear as a line item when you file. That is exactly why founders assume a late filing is cheap — and then receive a show cause notice months afterwards.
Filing late remains far better than not filing. The daily penalty accrues only while the default continues, so every day of delay adds to it. Section 446B allows a reduced penalty for small companies and One Person Companies, which is applied at the adjudicating officer's discretion.
The consequence founders underestimate
Beyond money, non-filing puts the company's existence at risk. Where the Registrar has reasonable cause to believe a company has not commenced business, the name can be removed from the register under Section 248.
A struck-off company has to be restored through the National Company Law Tribunal — a process measured in months and lawyers' fees, not filing fees. Meanwhile the company cannot legally trade, cannot borrow, and every contract entered into during that period sits on shaky ground.
Filing with QwikFilings
Have a Chartered Accountant certify and file it
INC-20A has to be verified by a practising professional under Rule 23A, so this is not a form you can complete alone. We check the subscription money against your MOA before certifying — which is where filings usually fail.
What is included
- Subscription money reconciled subscriber by subscriber against your MOA
- Review of the bank statement before it is attached, so it is not rejected
- Board resolution drafted for you
- Rule 23A certification by a practising Chartered Accountant
- DIN and DSC status checked before signing, so the filing does not bounce
- SRN and filing acknowledgement sent to you on WhatsApp
QwikFilings Online (OPC) Private Limited
A CA-led compliance practice. Offices in Hyderabad and Bengaluru, serving compliance clients across India.
CIN
U74999TG2023OPC170575
Recognition
DPIIT Startup
Registration
UDYAM MSME
Brand
Registered Trademark
Questions
INC-20A, answered
How much capital does each director have to deposit?
Directors as such deposit nothing. The obligation falls on subscribers to the Memorandum of Association. Each subscriber deposits the number of shares they subscribed for multiplied by the face value per share, exactly as recorded on the MOA subscriber page.
In most new companies the directors and subscribers are the same people, which is why the two get confused. A director who did not sign the MOA deposits nothing.
Do I deposit the authorised capital or the subscribed capital?
Subscribed capital. Authorised capital is only the ceiling up to which the company may issue shares — it is not money anyone has to bring in. A company with ₹10,00,000 authorised and ₹1,00,000 subscribed needs ₹1,00,000 in the bank, not ₹10,00,000.
Can one founder deposit the whole amount on everyone's behalf?
No, and this is the single most common reason a filing fails. Section 10A requires a declaration that every subscriber has paid the value of shares agreed to be taken by them. A lump sum from one person does not evidence that. Each subscriber should transfer their own amount from their own bank account so the credit is traceable to them.
What is the deadline for INC-20A?
180 days from the date of incorporation shown on the Certificate of Incorporation. There is no automatic extension, and the window does not pause while you wait for a bank account to open.
What happens if I miss the 180 days?
Two things at once. Under Section 10A(2), a penalty of ₹50,000 on the company and ₹1,000 per day on every officer in default, capped at ₹1,00,000 each. Separately, the MCA charges an additional fee to accept the late form.
Beyond that, the Registrar may act to remove the company's name from the register under Section 248 where there is reasonable cause to believe business has not commenced.
Can I run the business before filing INC-20A?
No. Section 10A is explicit that until the declaration is filed, the company shall not commence any business and shall not exercise any borrowing powers. Invoicing, signing commercial contracts or taking a loan before the filing puts the company outside the section.
Does an LLP need to file INC-20A?
No. Section 10A applies to companies having share capital. A limited liability partnership has partners and capital contribution rather than share capital, and files Form 8 and Form 11 instead.
Does a Section 8 company file INC-20A?
Only if it was incorporated with share capital. Most Section 8 companies are limited by guarantee and have no share capital, so Section 10A does not apply to them. Check your own incorporation documents rather than assuming.
What is the government fee?
₹200, flat, regardless of your authorised capital. If the form is filed after the 180-day deadline, an additional fee applies on top, rising with the length of the delay.
Can I file INC-20A myself?
Not entirely. Rule 23A requires the declaration to be verified by a practising Chartered Accountant, Company Secretary or Cost Accountant. You can prepare everything, but the certification has to come from a practising professional.
My bank statement does not name the subscribers. What now?
Ask the bank for a subscription money certificate on its letterhead, naming each subscriber and the amount received from them. Banks issue these routinely, and it solves the problem without having to reverse and redo the transfers.
Can I file INC-20A late?
Yes, and you should. The daily penalty under Section 10A(2) accrues only while the default continues, so every additional day increases the exposure. A late filing also closes off the strike-off risk that grows the longer a company sits without having declared commencement.
Related
What comes next after incorporation
Your other first-year filings
Ongoing annual compliance