Help needed for non filing of inc-21

This query is : Resolved

kapil (Querist)
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13 August 2015 Dear Learned members,

Request you all to Please advice on the following:

A private limited was formed in September,2014 but till it has not opened its Bank account neither it has filed INC-21 nor it has received any subscription money. Please guide me what steps to be taken now and the consequences thereof

--
Regards -
Kapil Dudeja

Pratik Shah

Pratik Shah (Expert)
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13 August 2015 Now, there is no need to file Form INC-21. In fact, Form INC-21 is not available on MCA website for filing.

kapil

kapil (Querist)
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13 August 2015 Thanks for reply sir. Please advice on the second part too i.e neither company has opened its bank account nor it has accepted any subscription money till now & appoint any auditors

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Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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27 July 2024 For a private limited company that was formed but has not opened a bank account, filed INC-21, or received subscription money, here’s a comprehensive guide on how to address these issues:

### **1. Understanding INC-21**

**INC-21** is a form that must be filed with the Ministry of Corporate Affairs (MCA) to obtain the Certificate of Commencement of Business. As per the Companies Act, 2013, this form is required to be filed within 180 days from the date of incorporation, and it signifies that the company has commenced business.

### **2. Steps to Take Now**

#### **a. Filing for Commencement of Business**

1. **Evaluate the Status:**
- Confirm the company’s current status on the MCA portal. If it shows as "Active" but without the commencement of business, you will need to file the required documents.

2. **Prepare Necessary Documents:**
- **Declaration of Commencement of Business:** Draft a declaration stating that the company has not commenced business and give reasons for the delay.
- **Company’s Financial Statements:** Prepare financial statements or a declaration showing that no transactions have occurred.
- **Board Resolutions:** Draft resolutions from the board confirming the non-commencement of business, if any.

3. **File INC-21:**
- Log into the MCA portal and file INC-21 along with the necessary documents. Ensure that you also comply with the revised guidelines if any have been issued by the MCA.

4. **Consequences of Non-Filing:**
- **Penalties:** The company and its officers may face penalties for non-compliance.
- **Strike Off:** The Registrar of Companies (ROC) may strike off the company’s name if it is found non-compliant with legal requirements, which could affect the company’s future registration and operations.

#### **b. Opening Bank Account and Subscription Money**

1. **Open a Bank Account:**
- Visit the bank with the company’s incorporation documents, Board resolutions, and KYC documents to open a bank account. This should ideally be done as soon as possible to formalize the company’s financial transactions.

2. **Acceptance of Subscription Money:**
- Even if no subscription money has been received till now, you should document the intended contributions in the company’s records and prepare to accept the funds when available.

3. **Appoint Auditors:**
- Appoint an auditor for the company as per the statutory requirements. You can do this by passing a Board resolution and filing the relevant form (e.g., Form ADT-1) with the MCA.

### **3. Example of Steps for Compliance**

**a. Filing INC-21:**
- **Prepare a Declaration:** "We, the Directors of [Company Name], hereby declare that the company has not commenced business since its incorporation. Due to unforeseen circumstances, we have not been able to open a bank account or receive any subscription money."
- **Submit Documents:** Upload the declaration and other required documents on the MCA portal.

**b. Opening Bank Account:**
- **Visit Bank:** Provide incorporation documents, proof of identity, and address, and complete the KYC process to open the account.

**c. Appointment of Auditors:**
- **Board Resolution:** Pass a resolution appointing the auditor and file Form ADT-1 with the MCA within 30 days of appointment.

### **4. Addressing the Delay**

**a. **Communicate with the ROC:**
- If there has been a significant delay or you anticipate difficulties in filing, consider contacting the ROC to explain your situation and seek guidance.

**b. **Regularize Compliance:**
- Ensure that all subsequent statutory compliance is followed diligently to avoid future issues.

### **5. Consequences and Precautions**

- **Consequences of Non-Compliance:** Not filing INC-21 or not opening a bank account can lead to penalties, legal issues, and potential deregistration of the company.
- **Precautions:** Always keep updated with the latest requirements and deadlines as per the Companies Act to ensure timely compliance.

**Summary**

1. **File INC-21:** Ensure the form is filed with the necessary documentation.
2. **Open a Bank Account:** Complete this step as soon as possible.
3. **Accept Subscription Money:** Document intended contributions and prepare to accept funds.
4. **Appoint Auditors:** Ensure the appointment of auditors is done and filed with the MCA.
5. **Seek Professional Advice:** Consider consulting a company secretary or legal expert to guide you through the process and ensure all compliance requirements are met.

By taking these steps, you can address the current issues and avoid further legal complications.