Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
Table of Contents
About this Document ...............................................................................................2
Part I – Law(s) Governing the eForm ....................................................................2
Section and Rule Number(s) ..................................................................................................................... 2
Purpose of the eForm ................................................................................................................................ 3
eForm Number as per Companies Act, 1956 ............................................................................................ 3
Part II – Instructions to fill the eForm ..................................................................3
Specific Instructions to fill the eForm INC-21 at Field Level .................................................................. 3
Common Instructions to fill eForm........................................................................................................... 6
Part III - Important Points for Successful Submission ........................................8
Fee Rules................................................................................................................................................... 8
Processing Type ........................................................................................................................................ 8
SRN Generation ........................................................................................................................................ 9
Challan Generation ................................................................................................................................... 9
Email ......................................................................................................................................................... 9
Acknowledgement .................................................................................................................................... 9
Annexure A ............................................................................................................................................. 10
Page 1 of 10
Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
About this Document
The Instruction Kit has been prepared to help you file eForms with ease. This documents provides
references to law(s) governing the eForms, instructions to fill the eForm at field level and common
instructions to fill all eForms. The document also includes important points to be noted for
successful submission.
User is advised to refer instruction kit specifically prepared for each eForm.
This document is divided into following sections:
Part I – Laws Governing the eForm
Part II – Instructions to fill the eForm
Part III – Important Points for Successful Submission
Click on any section link to refer to the section.
Part I – Law(s) Governing the eForm
Section and Rule Number(s)
This form is required to be filed pursuant to Section 11 (1) (a) of the Companies Act, 2013 and
Rule 24 of the Companies (Incorporation and Incidental) Rules, 2014 which is reproduced for your
reference:
Section 11 (1)
(1) A company having a share capital shall not commence any business or exercise any borrowing
powers unless—
a) a declaration is filed by a director 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 and the paid-up share capital of
the company is not less than five lakh rupees in case of a public company and not
less than one lakh rupees in case of a private company on the date of making of this
declaration
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 which may extend to five thousand rupees and every officer who is in default
shall be punishable with fine which may extend to one thousand rupees for every day during which
the default continues.
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Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
(3) Where no declaration has been filed with the Registrar under clause (a) of subsection (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.
Rule 24:
For the purposes of clause (a) of sub-section (1) of section 11, the declaration filed by a director
shall be in Form No. INC-21 along with the fee as and the contents of the form shall be verified
by a Company Secretary in practice or a Chartered Accountant or a Cost Accountant in practice.
Provided that in the case of a company requiring registration and/or approval from sectoral
regulators including RBI, SEBI etc.
Purpose of the eForm
Company having share capital can commence the business and exercise its borrowing powers only
after filing a declaration in eForm INC-21 and particulars of the registered office address with the
concerned RoC.
eForm Number as per Companies Act, 1956
Form 19 and 20 as per Companies Act, 1956
Part II – Instructions to fill the eForm
Specific Instructions to fill the eForm INC-21 at Field Level
Instructions to fill the eForm are tabulated below at field level. Only important fields that require
detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.
S. No/ Field Name Instructions
Section Name
1 (a) Corporate identity Number Enter a valid CIN of the company having
(CIN) of the company share capital.
Note: You can search for CIN of a company
by entering existing registration number or
name of the company in the ‘Find (CIN)’
service link available under the menu
MCAservices on the mca website.
Page 3 of 10
Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
S. No/ Field Name Instructions
Section Name
Pre-fill button Click the Pre-fill button. On clicking the
button, system will automatically display
the name, registered office address and
email ID of the company.
In case there is any change in the email ID,
you can enter the new valid email ID.
3 (a), Specify the name of the Enter the name of the sectoral regulator in
(b) & regulator case the affairs of the Company is regulated
(c) by any sectoral regulator (like RBI in case
of NBFI activities, IRDA, SEBI or others.
In case of others, specify the name of the
regulator and mention the registration/letter
number and also date of
approval/registration.
4 Particulars of the paid up capital Enter the details of the shares taken up and
paid by the subscribers to the MOA.
The subscribers to the Memorandum shall
ensure that the payment for the total amount
of shares subscribed by them is made to the
company. The subscribed capital entered in
the form will be updated as the paid up
capital of the company in its master data.
Enter the number of shares, total amount of
shares and nominal amount per share for
each type of share. At least one type of share
capital (Equity/ Preference) should be
greater than zero.
In case company has shares of multiple
nominal amounts per share, then enter
multiple nominal values per share separated
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Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
S. No/ Field Name Instructions
Section Name
by comma in the field Nominal amount per
equity/preference share.
Ensure that the minimum paid up capital is
one lakh rupees in case of private company
or one person company and five lakh rupees
in case of public company.
5 Particulars of payment of stamp Enter the relevant details of stamp duty paid
duty under the relevant stamp Act.
Enter the state/union territory for which
stamp duty is required to be paid. It should
be the same state where the registered office
of the company is situated.
Enter the amount of stamp duty to be paid
or already paid. In case stamp duty is not
applicable, zero may be entered.
Select the mode of payment.
Enter the following details in case mode of
payment is Manual
Name of the vendor selling stamp
papers on behalf of the government
Serial number of stamp paper
Registration number of vendor
Date and place of purchase of stamp
paper
Name of vendor, serial number of stamp
paper and registration number of vendor is
mandatory to enter if the amount of stamp
duty is more than or equal to Rs 50/-
Declaration Enter the board resolution serial number and date of board meeting where
director is authorized to sign and give a declaration under section 11(1) (a) of
the Act.
Page 5 of 10
Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
S. No/ Field Name Instructions
Section Name
Ensure that verification of registered office of the company must be filed before
this eForm.
To be DSC Ensure the eForm is digitally signed by
digitally the director of the company and is
signed by authorized by board resolution to sign
the eForm.
Director identification number Enter an approved DIN of the director
signing the form and also be associated with
CIN as a director.
Note: DIN of the person signing the eForm
should also be associated with CIN under
the selected designation.
Attachments Specimen signature of all the subscribers to MOA duly verified by
respective bankers in form INC-10.is mandatory in all cases.
Certificate of Registration issued by the Reserve Bank of India (Only in
case of Non-Banking Financial Companies) /from other regulators. This is
mandatory to attach in case the affairs of the Company is regulated by any
sectoral regulator.
Attach proof of payment of stamp duty in case the same is already paid.
Any other information can be provided as an optional attachment(s).
Common Instructions to fill eForm
Buttons Particulars
Pre-Fill The Pre-fill button can appear more than once in an eForm.
The button appears next to a field that can be automatically
filled using the MCA database.
Click this button to populate the field.
Note: You are required to be connected to the Internet to use
the Pre-fill functionality.
Page 6 of 10
Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
Buttons Particulars
Attach Click this document to browse and select a document that
needs to be attached to the eForm. All the attachments
should be scanned in pdf format. You have to click the
attach button corresponding to the document you are making
an attachment.
In case you wish to attach any other document, please click
the optional attach button.
Remove Attachment You can view the attachments added to the eForm in the List
of attachment field.
To remove any attachment from the eForm, select the
attachment in the List of attachment field and click the
Remove attachment button.
Check Form 1. Click the Check Form button after, filling the eForm.
System performs form level validation like checking if
all mandatory fields are filled. System displays the
errors and provides you an opportunity to correct errors.
2. Correct the highlighted errors.
3. Click the Check Form button again and. system will
perform form level validation once again. On successful
validations, a message is displayed “Form level pre
scrutiny is successful”.
Note: The Check Form functionality does not require
Internet connectivity.
Modify The Modify button is enabled, after you have checked the
eForm using the Check Form button.
To make changes to the filled and checked form:
1. Click the Modify button.
2. Make the changes to the filled eForm.
3. Click the Check Form button to check the eForm again.
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Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
Buttons Particulars
Pre scrutiny 1. After checking the eForm, click the Prescrutiny button.
System performs some checks and displays errors, if
any.
2. Correct the errors.
3. Click the Prescrutiny button again. If there are no
errors, a message is displayed “No errors found”.
The Prescrutiny functionality requires Internet
Connectivity.
Submit This button is disabled at present.
Part III - Important Points for Successful Submission
Fee Rules
S. Purpose of the Normal Fee Additional Logic for Additional Rema
No form Fee (Delay Fees rks
Fee)
Event Date Time
limit(days)
for filing
1. Commencement The #N/A Date of 180 days
of business and Companies incorporation of
exercising (Fee for company
borrowing filings with
powers. Registrar of
Companies)
Rules, 2014
Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or
notification issued thereunder.
Processing Type
The eForm will be processed by the office of Registrar of Companies (Non STP).
Page 8 of 10
Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
SRN Generation
On successful submission of the eForm INC-21, SRN will be generated and shown to the user
which will be used for future correspondence with MCA.
Challan Generation
On successful submission of the eForm INC-21, Challan will be generated depicting the details of
the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has
been filed.
Email
When an eForm is approved by the authority concerned, an acknowledgement of approval with
related documents is sent to the user in the form of an email at the end of the day to the email id
of the company and the person who is uploading the form.
Acknowledgement
Acknowledgement for Commencement of Business is generated and sent to the user via email.
Page 9 of 10
Instruction Kit for INC-21
(Application for Declaration prior to the commencement of business or exercising borrowing
powers)
Annexure A
The Companies (Fee for filings with Registrar of Companies) Rules, 2014
Fees (In case company having 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
Fee (in case of company not having share capital)
N/A
Additional fee rules
Period of delays
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
Note: If a company does not file the declaration in form INC-21 within 180 days of its
incorporation then the status of the company shall be changed to “Struck Off(Defunct)”. In case
the company files an order of Tribunal and the status of the company is revived to “Active”.
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