Form 20B: Complete Guide to Annual Return Filing by a Company Having Share Capital
Form 20B is a legacy web form filed under the Companies Act, 1956, used to file the annual return of a company having share capital with the Registrar of Companies. It is governed by Section 159 of the Companies Act, 1956.
Companies not having share capital are not required to file Form 20B. The return states particulars as on the day of the general meeting, covering the registered office, register of members, register of debenture-holders, shares and debentures, indebtedness, past and present members/debenture-holders, and past and present directors, managing directors, managers and secretaries.
Note: Form 20B relates to the repealed Companies Act, 1956. It remains relevant only for historical/pending compliance under that Act; annual returns under the current regime are filed using Form MGT-7/MGT-7A under the Companies Act, 2013.
Who Should File Form 20B / When is it Filed
Every company having share capital must file its annual return in Form 20B within 60 days from the date of the AGM. If the AGM is not held, the 60-day period is computed from the date on which the AGM was due to be held.
Important Checkpoints Before Filing
- Applicant must be registered as a Business User on the MCA portal
- The company must be registered with MCA and hold a valid CIN
- The signing authority must hold a valid, non-expired, non-revoked DSC, registered on the MCA portal against the DIN/PAN/Membership number provided
- Where DIN is mentioned, it must be an approved DIN; where PAN/Membership number is mentioned, it must be valid
- If validation of Form 20B is complete for the same financial year end date for which another Form 20B has already been filed/approved/pending, the system will prompt for possible duplicate filing
- If validation of any other annual filing webform (23AC/23AC-XBRL/66) is complete but not filed, proceeding with this webform will nullify the other webform’s validation
- The date of AGM, due date of AGM, and extended due date of AGM (if any) must be the same as specified in Form 23AC/23AC-XBRL/66 for the same financial year end date
- ‘No’ must be selected for “Whether shares listed on a recognized stock exchange,” where applicable
- The authorised capital of the company must not be NIL
- Additional details may be provided as an optional attachment if field space is insufficient
Step-by-Step Filing Process
Option 1:
- Access the MCA homepage
- Login to MCA portal with valid credentials
- Select MCA Services → Company e-Filing → Companies Act 1956 Forms
- Access Form-20B
- Enter CIN information (auto-populated for company users; searchable/selectable for others)
- Fill up the application
- Save the webform as a draft (optional)
- Submit the webform and note the SRN
- Affix the DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (the SRN is cancelled if DSC-affixed PDF is not uploaded within 15 days of SRN generation, or payment is not completed within 7 days of upload or the due date + 2 days, whichever is earlier)
- Receive acknowledgement
Option 2: Access Form 20B via the MCA homepage search bar, then follow the same login, CIN-entry, fill, submit, DSC, upload, and payment steps as above.
Mandatory Attachments
- Annual return as per Schedule V of the Companies Act, 1956 — mandatory
- Approval letter for extension of financial year or AGM — mandatory if an extension was granted
- Optional attachments (up to five) for any additional information, in PDF or JPG format, up to 2MB each
Signing Requirements
- Digitally signed by an authorised signatory with a valid, non-expired, non-revoked DSC registered against their DIN/PAN/Membership number
Fee Structure
Normal Fee
| Contribution Amount (INR) | Normal Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies not having share capital: ₹200
Additional (Delay) Fee — Event date: AGM date/due date (whichever earlier); time limit: 60 days
For delays beyond 30 June 2018:
| Delay | Fee |
|---|---|
| Beyond period under Section 92(4) of the (2013) Act | ₹100 per day |
| Beyond period under Section 137(1) of the (2013) Act | ₹100 per day |
For belated filings up to 30 June 2018:
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form 20B is processed in STP mode — taken on record electronically without further processing. There is no provision for resubmission.
Useful Links
Frequently Asked Questions (FAQs)
Q1. Who must file Form 20B? Every company having share capital, in respect of its annual return under Section 159 of the Companies Act, 1956.
Q2. What is the filing deadline? Within 60 days from the AGM date, or from the date the AGM was due if not held.
Q3. Is Form 20B still relevant today? It applies to legacy Companies Act 1956 compliance only; current annual returns are filed via Form MGT-7/MGT-7A under the 2013 Act.
Q4. What happens if another annual filing webform is validated but not filed for the same year? Proceeding with Form 20B will nullify the validation of the other pending webform (23AC/23AC-XBRL/66).
Q5. Is Form 20B processed automatically? Yes, it is processed in STP mode with no provision for resubmission.
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website.