CERTIFICATE OF COMMENCEMENT OF

BUSINESS

Under the newly introduced Companies (Amendment) Ordinance 2018, all companies
registered in India after the commencement of the Companies (Amendment) Ordinance,
2018 and having a share capital is required to obtain commencement of business certificate
before commencing any business or exercising any borrowing powers. Since The Companies
(Amendment) Ordinance 2018 was introduced in November 2nd 2018, any company
incorporated after November 2018 would be required to obtain Commencement of Business
Certificate.

‘Commencement of Business’ this concept was there in the erstwhile Companies Act, 1956 and
it was also introduced by the Companies Act, 2013 under the Section 11 of the Companies Act,
2013. However, section 11 was omitted (deleted) LATER ON by the companies (Amendment)
Act, 2015 w.e.f. 29th May 2015.

Declaration for Commencement of business is re-introduced by way of inserting a new Section

10A after section 10 of the Companies Act, 2013. The DETAIL of Section 10A is as follow -

Extract of Section 10A. Commencement of business etc.

(1) A company incorporated after the commencement of the Companies (Amendment)

Ordinance, 2018 and having a share capital shall not commence any business or exercise any
borrowing powers unless—

(a) a declaration is filed by a director within a period of one hundred and eighty days of the date
of incorporation of the company in such form and verified in such manner as may be prescribed,
with the Registrar that every subscriber to the memorandum has paid the value of the shares
agreed to be taken by him on the date of making of such declaration; and

(b) The company has filed with the Registrar a verification of its registered office as provided in
sub-section (2) of section 12.
(2) If any default is made in complying with the requirements of this section, the company shall
be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to
a penalty of one thousand rupees for each day during which such default continues but not
exceeding an amount of one lakh rupees.

(3) Where no declaration has been filed with the Registrar under clause (a) of sub-section (1)
within a period of one hundred and eighty days of the date of incorporation of the company and
the Registrar has reasonable cause to believe that the company is not carrying on any business
or operations, he may, without prejudice to the provisions of sub-section (2), initiate action for
the removal of the name of the company from the register of companies under Chapter XVIII.]]

SECTION 10 A- COMMENCEMENT OF BUSINESS

MANDATORY TO OBTAIN CERTIFICATE OF COMMENCEMENT OF BUSINESS

FOR REGISTERED COMPANIES:

Companies registered on or after November 02, 2018 are required to file the declaration for
commencement of business with the Registrar of companies

TIME LIMIT:

The declaration for commencement of business shall be filled within 180 days from the date of
getting CERTIFICATE OF INCORPORATION

1. In case of company have share capital

Nominal Share Capital Fee applicable

Less than 1,00,000 Rupees 200

1,00,000 to 4,99,999 Rupees 300

5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500

1,00,00,000 or more Rupees 600

2. In case of company do not have share capital: Rupees 200

Additional fee after 180 days from the date of Incorporation

Period of delays Fees

Up to 30 days 2 times of normal fees

More than 30 days and up to 60 days 4 times of normal fees

More than 60 days and up to 90 days 6 times of normal fees

More than 90 days and up to 180 days 10 times of normal fees

More than 180 days 12 times of normal fees

The ordinance was come into force on 2nd Nov 2018 therefore all the provisions of this section
become applicable from 2nd November 2018. Therefore every company having share capital
incorporated after 2nd November 2018 has to file form 20A with 180 days i.e. before 1st May
2019. The Ministry of Corporate affairs has launched the form 20A and it’s available on it portal.

CERTIFICATION OF FORM 20A

This e-form 20A needs to be verified by a practicing professional i,e, (Company Secretary) CS
/(Chartered Accountant) CA/ (Cost accountant) CWA. For any negligence or default in
certification practicing professional shall be liable for face the consequences as per the
PROVISION of section 448 and 449 of the companies Act, 2013.
VERIFICATION OF REGISTERED OFFICE – SEC-12(2)

Declaration in E-form INC-20A by a director, also states a point i.e. point no – 4 that “The
company has filed with the registrar a verification of its registered office as provided in
subsection (2) of section 12”, now the question is who is required to file this verification with the
registrar of companies and by what time period?

While incorporation of company, in company incorporation form SPICE – INC-32, if you have
selected option “No” in point 4(b) i.e. whether the address for correspondence is the address of
registered office of the company, then you need to file verification of registered office with the
registrar of companies within 30 days from the date of incorporation of the company.

VERIFICATION SHALL BE FILE IN E-FROM INC-22 WITHIN 30 DAYS FROM THE

DATE OF INCORPORATION.

Attachments of E-form INC-22: –

(a) Proof of registered office – Rent Agreement/Lease agreement or Conveyance agreement

(b) Copy of Utility Bill (not older than two months) – Electricity Bill/Water Bill/Telephone Bill
(any one)

(c) A proof that the Company is permitted to use the address as the registered office of the
Company if the same is owned by any other entity/ Person – NOC from the owner of the
premises (in case of rented premises)

(d) List of all the companies (specifying their CIN) having the same registered office address, if
any
SUMMARY

Who Needs To When To Documents Conse- Forms To Be Penal

Apply? Apply? Required, If quences Of Filed? Provision?
Any? Non-Filing?

All Companies Compulsory Signed Copy of A Company INC-20 A and Company : Rs.
Incorporated Compliance Bank Statement Cannot initiate INC 22 along 50,000
on/after within 180 of Company, its business with Govt. Director: Rs.
02ndNovember, days of Showing credit activity & also Fees. 1000 per day.
2018. Company entries of cannot exercise Max. upto Rs. 1
Registration. subscription any borrowing Lac
money. power.
BIBLIOGRAPHY
 https://taxguru.in/company-law/certificate-commencement-business.html
 https://www.legalraasta.com/what-is-certificate-of-commencement-of-business/
 https://www.indiafilings.com/learn/commencement-of-business-certificate/
 http://corporatelawreporter.com/companies_act/section-11-of-companies-act-2013-
commencement-of-business-etc/
 https://www.india-briefing.com/news/india-certificate-commencement-business-18456.html/