A demand notice under Section 8 of the Insolvency and Bankruptcy Code is the first formal step a supplier, contractor or employee takes before asking the NCLT to start insolvency against a company. It tells the company: pay this undisputed amount, or show me a genuine dispute, within 10 days.
The notice is short, but it decides a great deal. If it is sent to the wrong address, states the wrong amount or leaves out key invoices, the petition that follows can fail. If you are on the receiving end, your reply within those 10 days may be the only chance to show a dispute that the NCLT will take seriously. This page covers both sides.
हिंदी में सारांश
धारा 8 का डिमांड नोटिस वह अनिवारà¥à¤¯ नोटिस है जो सपà¥à¤²à¤¾à¤¯à¤° या ठेकेदार किसी कंपनी को दिवाला याचिका (धारा 9) से पहले à¤à¥‡à¤œà¤¤à¤¾ है। नोटिस कंपनी के रजिसà¥à¤Ÿà¤°à¥à¤¡ ऑफिस पर Form 3 या Form 4 में à¤à¥‡à¤œà¤¾ जाता है। कंपनी के पास 10 दिन होते हैं — à¤à¥à¤—तान करे या पहले से मौजूद विवाद का सबूत दे। अगर आपको à¤à¤¸à¤¾ नोटिस मिला है, तो 10 दिन के à¤à¥€à¤¤à¤° सोच-समà¤à¤•à¤° जवाब देना बहà¥à¤¤ ज़रूरी है।
Is this your situation?
- A company owes you Rs 1 crore or more for goods or services and has stopped responding
- You want to send a notice that creates real pressure, not just another reminder
- You have invoices, delivery proof and some written acknowledgment of the dues
- You have received a Section 8 notice and the 10 days are running
- You believe the supplier's goods were defective and you raised this before
- You want to know whether a legal notice under the Contract Act would be enough instead
What the notice must contain
The IBC and the Adjudicating Authority Rules prescribe the format. Two forms are allowed: Form 3, a demand notice, and Form 4, a copy of the invoice demanding payment. Either way, the essentials are the same.
The right party
The full name of the corporate debtor exactly as on the MCA records, with its CIN. Group companies with similar names are a common trap.
The right address
Delivery at the registered office, as shown in MCA master data on the date of dispatch. Delivery to an email address registered with the ROC, or to a key managerial person, is also permitted.
The amount and its breakup
Principal, interest (only where agreed) and the date each amount fell due. The total should match your ledger and the petition you may file later.
The documents
Invoices, purchase or work orders, delivery proof and any acknowledgment of the debt. Attaching these makes it harder for the company to claim it did not know what the debt was.
The demand
A clear call to pay within 10 days, or to point out any existing dispute and any pending suit or arbitration about it.
Signature and authority
Signed by the operational creditor or an authorised person. A company should pass a board resolution or authority letter.
Sending the notice: step by step
Check the dues and the paper trail
We match invoices, the ledger and payments, and read the emails for any early complaints. If the buyer raised quality issues months ago, a Section 9 petition may not succeed, and we will say so before you send anything.
Confirm the registered office
We pull the company's master data from the MCA portal on the day of dispatch and keep a copy. If the registered office changed recently, we serve both the old and new addresses.
Draft in Form 3 or Form 4
Form 3 suits cases with several invoices or contract claims. Form 4 works for a single clear invoice. We prefer Form 3 in most cases because it lets us set out the debt and annex all supporting papers.
Serve by more than one mode
Speed post or registered post with acknowledgement, a reputed courier, and email to the registered email address of the company. We keep tracking reports and screenshots, because "we never received it" is a frequent defence.
Wait 10 days and read the reply carefully
If the company pays, the matter ends. If it replies with a "dispute", we check whether that dispute has any trail before the notice. A dispute raised for the first time in the reply usually does not stop a petition.
File the Section 9 petition
If there is no payment and no real dispute, the petition is filed in Form 5. See operational creditor petition.
Received a demand notice? What to do
Note the date of receipt
The 10 days run from receipt. Note how and when the notice arrived at your registered office or email.
Collect every earlier complaint
Pull out emails, letters, debit notes, rejection notes and meeting minutes that show the dispute existed before the notice. These are the most important documents you have.
Reply within 10 days, with documents
State the dispute clearly, refer to the earlier correspondence by date, and attach copies. If a suit or arbitration is already pending, give its details. A bare denial will not help.
Consider paying the undisputed part
If part of the amount is genuinely owed, paying it can reduce the claim below Rs 1 crore and narrow the fight. Get advice first, because a payment can also be treated as an acknowledgment.
Prepare for the petition anyway
Keep your file ready. If a petition is filed, you will have to respond quickly. See defending an insolvency petition.
Common mistakes we see
By suppliers
- Sending the notice to a branch, factory or a director's home instead of the registered office.
- Claiming interest that the contract never provided for, which inflates the amount and invites an objection.
- Including invoices that are more than three years old without an acknowledgment that saves them.
- Sending an ordinary lawyer's notice under the Contract Act and treating it as a Section 8 notice. It must be in the prescribed form.
- Filing the petition before the full 10 days have passed after delivery.
By companies
- Ignoring the notice, assuming nothing will happen.
- Replying with a vague "we dispute your claim" without dates or documents.
- Inventing a quality complaint with no record before the notice. The NCLT sees this regularly and gives it little weight.
- Paying part of the amount without advice, and inadvertently acknowledging the rest.
Time and typical cost
Our fee for a demand notice is fixed in writing before we start and does not depend on whether the company pays.
| Step | Usual time | What it involves |
|---|---|---|
| Review of invoices and emails | 2 to 4 days | Our fee for the opinion |
| Drafting and service of the notice | About a week | Drafting, MCA data, service by post, courier and email |
| Company's window to respond | 10 days from receipt | Fixed by law |
| Drafting a reply (for companies) | Within the 10 days | Our fee; collecting earlier correspondence |
| Next step if unpaid | Petition in Form 5 | See our Section 9 page |
Documents you will need
To send a notice
- Invoices, purchase or work orders
- Delivery challans, goods receipt notes, certified bills
- Ledger statement and record of part payments
- Emails or letters acknowledging the dues
- Authority letter or board resolution
To reply to a notice
- The notice received and the date of receipt
- Emails and letters raising quality or quantity complaints
- Debit notes, rejection reports, test reports
- Details of any suit or arbitration filed
- Payments already made against the invoices
When a simple legal notice is better
A Section 8 notice makes sense only if the debt is Rs 1 crore or more and you are prepared to file a Section 9 petition. For smaller amounts, or where the buyer has raised genuine complaints, a regular legal notice followed by a summary or commercial suit is usually the better route. Our network site covers legal notices for recovery and suits in the Commercial Courts. Our page on choosing a recovery route compares insolvency, DRT and civil suits.
A contractor and the wrong address
Here's a made-up example. A Gurugram electrical contractor sent a demand notice for Rs 1.8 crore to a developer's site office in Sohna. The developer's registered office was in Delhi. When the contractor filed a Section 9 petition, the developer objected that the notice was never delivered to its registered office.
The contractor came to us at that stage. Rather than argue the point, we withdrew the petition with liberty, sent a fresh notice in Form 3 to the registered office in Delhi and to its registered email, waited the full 10 days and refiled before NCLT New Delhi. The developer's reply raised a dispute about delays, but the contractor's certified running bills, signed by the developer's engineer, were on record. The developer chose to settle before admission.
Form 3 or Form 4: which to use?
| Point | Form 3 (demand notice) | Form 4 (invoice demanding payment) |
|---|---|---|
| Best for | Several invoices, contract claims, running bills | A single, clear invoice |
| What it contains | Particulars of the debt, the amount, dates and documents relied upon | A copy of the unpaid invoice with a demand for payment |
| Annexures | Invoices, agreements, ledger, delivery proof | The invoice itself |
| Our usual choice | Most cases, because it sets out the full debt | Simple single-invoice claims |
After the 10 days: what next?
If the company pays in full within 10 days, the matter is over and no petition can be filed for that debt. If it pays part, you check whether the unpaid balance still crosses Rs 1 crore. If it replies with a dispute, we compare the reply with the documents: a dispute raised for the first time in the reply, with no earlier trail, rarely stops a petition, while a dispute backed by earlier emails or a pending case usually does.
If there is no payment and no genuine dispute, the Section 9 petition should be filed promptly. There is no fixed deadline between the notice and the petition other than the overall three-year limitation, but long delays let the company argue that the debt was not seriously pressed, and give it time to manufacture a dispute.
If the company is already in insolvency because another creditor's petition was admitted, a demand notice is pointless. You file your claim with the resolution professional instead. See file your claim.
Practical tips for a strong notice
- Use the company's exact name and CIN: group companies often share names. A notice to the wrong entity achieves nothing.
- Serve on the registered email too: the rules allow delivery to the email address registered with the ROC. It is often the quickest proof of service.
- Keep the tone factual: threats and insults in a notice look bad before the tribunal. State the debt and the demand.
- Match the numbers: the amount in the notice should match the petition and the ledger exactly. Mismatches invite objections.
- Keep a copy of everything sent: including the courier receipts and tracking printouts, dated the day they were taken.
Frequently Asked Questions
What is a Section 8 demand notice?
The notice an operational creditor must deliver to a company before filing an insolvency petition under Section 9. It is sent in Form 3 or as an invoice in Form 4.
Where should the notice be sent?
To the company's registered office as shown on the MCA portal. It can also be sent to the registered email or to a key managerial person.
How long does the company have to reply?
Ten days from receipt of the notice.
Can a lawyer send the notice?
Yes. The Supreme Court has held that a lawyer may send it on behalf of the operational creditor, but it must be in the prescribed form and properly authorised.
What counts as a dispute?
A real dispute about the existence of the debt, the quality of goods or services, or a breach of contract that existed before the notice. A pending suit or arbitration about the same debt is the clearest example.
I received a notice. Should I just pay?
If the money is genuinely owed, paying (or settling) avoids an insolvency petition. If you have a real dispute, reply with documents within 10 days. Take advice either way.
Is there a minimum amount?
The notice can be sent for any amount, but an insolvency petition can be filed only if the default is Rs 1 crore or more. Below that, a suit is the usual route.
How are your fees decided?
A fixed fee for the notice or reply, agreed in writing before we start. It does not depend on the result.
Need a Demand Notice Sent or Answered?
Share the invoices or the notice you received. We will check the file and draft a notice or reply that holds up at the NCLT stage.
This page gives general information about the law as it stood when it was last reviewed. It is not legal advice on your case and does not promise any result. IBC rules and NCLT procedures change often, so outcomes depend on your own documents, dates and facts.
Need help with Insolvency Demand Notice to a Company That Won't Pay?
Send us the notice, the petition or the order. We will tell you where you stand, which bench hears it and the date the next step is due, in plain words.
