Simplified Proforma for Incorporating Company Electronically (SPICe)

Simplified Proforma for Incorporating Company Electronically (SPICe)

As you must be aware that for incorporating a Private limited company with minimum two members and two director or One Person company having one director and one member, it required to submit lots of documents and information, also required to file E-form INC-7, DIR-12 and INC-22 while incorporation process. With all these formalities it used to take around 1 month to register a Company. However, from 1st February 2017 onwards, the Central Government has made major changes in Company incorporation process which would save time of incorporation. It has introduced easy process of incorporation which is termed as “Incorporation through SPICe form”.

SPICe means “Simplified Proforma for Incorporating Company electronically.

IMPORTANT CHANGE : SPICe form is applicable and made mandatory ONLY IF there are less than 7 members or subscribers. If the company is having more than 7 members form INC-7 is required to be filed for incorporation purpose.

Let’s look at what is meant by SPICe and what documents one has to file?

Background : On 1st October 2016 the Central Government has amended Companies (Incorporation) Rules 2014 and notified Companies (Incorporation) Fourth Amendment Rules, 2016

On 29th December, 2016 the Central Government has amended Companies (Incorporation) Rules 2014 and notified Companies (Incorporation) Fifth Amendment Rules, 2016 which has come into force w.e.f 1st January, 2017. 

As per this Amendment, the incorporation process become easy and one can file PAN/TAN application in the same form of incorporation.

INFORMATION ABOUT SPICe

  1. It is termed as E-Form SPICe (Form INC-32)

  2. It deals with the single application for reservation of name, incorporation of a new company and/or application for allotment of DIN (Director Identification Number).

  3. Form can be filed without having DIN of director.

  4. Maximum three Directors can fill up their respective details for filing application of allotment of DIN while incorporating a company.

  5. Once the eForm is processed and found complete, company would be registered and CIN would be allocated and PAN will be allotted on Certificate of incorporation. Also DINs gets issued to the proposed Directors who do not have a valid DIN.

STEPS OF FILLING UP THE FORM

Applicant shall fill up details as follows

  1. To select one of the types of companies – New Company or Section 8 company or Producer company or Part I company.

  2. To select one of the classes of companies- Private or Public or One Person Company

  3. To select Category as – Company Limited by shares or Company limited by Guarantee or Unlimited company.

  4. To specify the Main division code for the industrial activity of the proposed company

  5. To specify authorised and subscriber equity and preference capital of company

  6. Registered address of company including PIN code.

  7. Name of Office of the Registrar of Companies in which the proposed company is to be registered

  8. Particulars of Proposed name of company , if already applied write down SRN ( Service Request number) of INC-1 ( Name application form) and pre-fill it, the system will automatically reflect the approved name.

  9. Number of first subscribers to MOA and directors of company – a) Having Valid DIN b) not having valid DIN – Accordingly the system will pre-fill the details.

  10. Specify number of shares in number

  11. Specify the stamp duty to be paid electronically

  12. Fill up information for applying PAN (Permanent Account Number) and Tax Deduction Account Number (TAN) which is mandatory. [From 1st February 2017 new SPICe form has been introduced under which an applicant can specify PAN TAN details. It is made compulsory to fill up PAN TAN details in SPICe form and upload the form along with INC-33 and INC-34].

  13. Fill up the details of first subscribers, name address, occupation, DIN numbers ( if they are directors) and attach Digital Signature Certificate of each subscribers.

  14. The Witness of each subscriber has to attach his/ her Digital Signature certificate

ATTACHMENTS

Following attachments are required to be attached to SPICe form

  1. Registered address proof of company (Copy of conveyance deed or sale deed)

  2. Utility Bill

  3. DIR-2 (Consent by first directors) alongwith ID and address proofs

  4. INC-9 (Affidavit by first subscribers cum directors)

Following documents which were required to be attached to Incorporation form are no longer required in SPICe (Form INC-32).

  1. ID and address proof of subscribers if directors are subscribers as well.

  2. Nature of Relation and NOC from owner of place is not required.

  3. Memorandum and Articles of Association

  4. Declaration by professional i.e. INC-8

  5. INC-10 ( Declaration)

  6. Proof of Relation

Memorandum and Articles of Association

SPICe form is required to be filed along with e-form INC-33 ( i.e. Memorandum of Association) and e-form INC-34 ( i.e. Articles of Association). Let us get more information about this form INC-33 and INC-34.

What is INC-33?

  1. It is e-form of incorporation for specifying format of Memorandum of Association
  2. Pre-fill the SRN of INC-1 and system will auto generate the approved name of company.
  3. An applicant shall select one Table from Table A to E.
  4. The object of the company on its incorporation and further objects shall be specified.
  5. Amount of authorised capital in numbers shall be specified

  6. Fill up the details of first subscribers, name address, occupation, DIN numbers (if they are directors) and attach Digital Signature Certificate of each subscribers.

  7. The Witness of each subscriber has to attach his/ her Digital Signature certificate.

What is INC-34?

  1. It is e-form of incorporation for specifying format of Articles of Association
  2. Pre-fill the SRN of INC-1 and system will auto generate the approved name of company.
  3. An applicant shall select one Table from Table F to J.
  4. Applicant can modify the clauses of the Table.
  5. Fill up the details of first subscribers, name address, occupation, DIN numbers ( if they are directors) and attach Digital Signature Certificate of each subscribers.

  6. The Witness of each subscriber has to attach his/ her Digital Signature certificate.

UPLOADING PROCESS

1. Visit www.mca.gov.in

2. Log in and upload form SPICe along with INC-33 and INC-34.

3. After uploading SPICe form, Form 49A (PAN), form 49B (TAN) is digitally to be signed by same director who has affixed digital signature in Form SPICe (INC-32). Upload them on MCA portal itself.

4. Certificate of Incorporation will be generated with PAN after receipt of approval from the Government and TAN shall be sent to address of company separately by email.

Frequently Asked Questions (FAQ’s)

Q1. If there are only two directors and subscribers, should  an applicant file incorporation application through SPICe (Form INC-32)?

Ans: Yes, The company which is having upto 7 members or subscribers has to incorporate company through INC-32 i.e. SPICe. Through INC-32 (SPICe) one can apply for New Company or Section 8 company or Producer company or Part I company. The company having more than 7 members shall use form INC-7 for incorporation purpose.

Q2. Can I apply for DIN, Name application and incorporation in one form SPICe (INC-32)?

Ans: Yes, an applicant can apply for DIN, Name application and incorporation in one form INC-32 (SPICe). He will need to attach his ID and address proof which are required for DIN and incorporation documents.

Q3. Is it mandatory to file INC-22 along with SPICe ?

Ans: If the address is same as address for correspondence in INC-32 then filing of Form INC-22 is not required. Form INC-22 is not required to be filed with SPICe form but consent by all directors along with ID and address proof are required to be attached to SPICe form.

Q4. For making name application, can I give more than one names in SPICe form?

Ans: In SPICe form, an applicant can give only one name. If an applicants wants to give more names then he will be required to file INC-1 (Name application) and then SPICe form with an approved name.

Q5. Can Foreign subscriber file SPICe (INC-32)?

Ans: Yes, Foreigner having DIN can file SPICe (INC-32) if they have valid business visa.

Q6. Is it mandatory to use INC-33 (e-MOA) and INC-34 (e-AOA)? When it is required to submit physical copies of MOA/AOA and attach to SPICe?

Ans: 

(A) Filing of INC-33 (e-MOA) and INC-34 ( e-AOA) is mandatory in following cases

(i) Individual subscribers who are Indian Nationals

(ii) Indian National being Subscriber other than director

(iii) Indian National being Subscriber-cum-Director

(iv) Individual subscribers who are foreign Nationals having valid business Visa, having DIN and DSC

(v) Foreign National being Subscriber other than director having valid DIN- having valid business visa.

(vi) Foreign National being Subscriber-cum-Director having valid DIN having valid business visa

(vii) Non individual first subscribers based in India i.e. LLP or Company incorporated as per Companies Act 1956 or 2013.

(B) Physical copies of MOA/AOA are required to be signed and attached to SPICe form in following cases

(i) Non individual first subscribers are based outside India i.e. Body Corporate or Company incorporated outside India – SPICe form with apostile MOA and AOA are to be submitted.

(ii) Individual foreign subscribers not having valid Business Visa- SPICe form with apostile MOA and AOA are to be submitted.

(iii) Individual foreign subscribers other than directors having valid DIN and not having valid Business Visa- SPICe form with apostile MOA and AOA are to be submitted.

(iv) Foreign National being Subscriber-cum-Director having valid DIN- in case business visa is not available, then apostile MOA and AOA shall be attached to SPICe form.

(v) Foreign National being Subscriber-cum-Director not having valid DIN then attach to SPICe (INC-32) with apostile MOA and apostile AOA.

Q7. Can OPC be registered through SPICe form?

Ans: Yes , from 01.02.2017, it is mandatory for an OPC to incorporate company through SPICe. INC-2 is not available for filing.

Q8. How many re-submissions are possible through SPICe form?

Ans: Only two

Q9. Whether Digital signature of witness to subscriber is mandatory?

Ans: Yes

Q10. Who can sign if body corporate is first subscriber?

Ans: An authorised representative appointed by a body corporate can sign digitally SPICe form on behalf of body corporate.

Q11. Which attachments are no longer to be attached along with SPICe form

Ans:

  1. ID and address proof of subscribers in case individual is director cum subscriber.

  2. Nature of Relation and NOC from owner of place is not required.

  3. Declaration by professional i.e. INC-8

  4. INC-10 ( Declaration)

Q12. Is it mandatory to apply for PAN/TAN with SPICe?

Ans: Yes

Q13. On approval of SPICe form how PAN TAN will be processed?

Ans: On approval of SPICe, Certificate of incorporation shall reflect PAN of Company. TAN letter will be issued separately to the user.

Q14. After submission of SPICe form, if the applicant doesn’t receive the certificate of incorporation what should be done?

Ans: An applicant can raise ticket on MCA portal and solution will be provided if there is delay in generating Company incorporation certificate.

For additional FAQ’s on SPICe, kindly refer MCA Website

Since this is a newly introduced Form, due to technical issues (system is still not stabilized) it is observed that the process may take longer than expected, so it will be advisable to raise tickets with the MCA Helpdesk. You may also call up Corporate Seva Kendra at 0124-4832500 (after 48 hours if ticket is not resolved). In case of resubmission / rejection remarks, please contact 0124-4832500 and select option 1 for CRC. For escalation you may send a mail to crc.escalation@mca.gov.in



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Legal Disclaimer:
The information / articles & any replies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do not constitute legal advice or legal opinions. The information / articles & any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, I can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information/article contained without first seeking the advice of a Practicing Professional.

6 thoughts on “Simplified Proforma for Incorporating Company Electronically (SPICe)

  1. Mam,
    which clauses required or recommended to be altered/ modified while filling AOA in Spice 34?

  2. what is the procedure for takeover of patnership firm by Pvt Limited Co.? Which forms to be filed with ROC and under which provision of CA 2013?

  3. One company I had incorporated under spice route.. they sent it for resubmission saying NOC is required

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