# Commencement of Business and Registered Office

## Commencement of Business — Section 10A

A company having share capital:

### Cannot do until declaration is filed:

Commence business, OR
Borrow money

### Declaration requirements:

Filed by a Director to ROC
In the prescribed form
Stating: every subscriber to the Memorandum has paid the value of shares agreed to be taken

### Time limit:

Declaration must be filed within 180 days of incorporation.

### Consequences of non-compliance:

If the company has not filed the declaration within 180 days AND is not carrying on any business or operation, the ROC may initiate action for removal of the company's name from the register.

## Registered Office — Section 12

A company must have a registered office (the official address for communication).

### Time limit:

Within 30 days of incorporation, the company must have a registered office capable of receiving and acknowledging communications.

### Requirements for the registered office:

Display the name of the company
Display the address of the registered office
Display CIN, telephone, e-mail, website (if any) on all business letters, billheads, etc.

Worked example

### Example 1

Example — Section 10A non-compliance:

DEF Ltd was incorporated on 1 January 2026 with subscribers holding ₹10 lakh worth of shares. By 30 June 2026 (i.e., 180+ days later), the subscribers haven't paid for their shares and the company hasn't started any business. ROC can take action to strike off the name of DEF Ltd from the register.

### Example 2

Example — Registered Office:

ABC Ltd was incorporated on 1 April 2026. It must have a registered office capable of receiving communications by 30 April 2026 (within 30 days).

⚠️ Common exam mistakes

Applying Section 10A to companies without share capital — it applies ONLY to companies HAVING share capital.
Confusing the 30-day timeline (registered office) with the 180-day timeline (commencement declaration).
Thinking that just filing the declaration enables business — the subscribers must actually have paid for their shares.
Forgetting that BOTH conditions (no declaration + no business) must be met for ROC to strike off the name.

Bare-Act text Sections 10A, 12 · Companies Act, 2013 · click to expand

Section 10A — Commencement of business etc.; Section 12 — Registered office of company.

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Commencement of Business (Section 10A) and Registered Office (Section 12)

Worked example

⚠️ Common exam mistakes