Simplified Proforma for Incorporating Company Electronically Plus (SPICe +)
** Updated as on 1st April, 2020 ***
“[Pursuant to sections 4, 7, 8(1), 12, 152 and 153 of the Companies Act, 2013 read with rules made thereunder.
As per the Companies (Incorporation) Amendment Rules, 2020, Changes have been made in existing rule 9.
With effect from 23.02.2020, Rule 9 shall be read as :-
- For application of reservation of name of company, one shall file SPICE+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32),
- For Change of name of existing company, one shall use web service RUN ((Reserve Unique Name) along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing re-submission of such web form within fifteen days for rectification of the defects, if any.
Based upon amendment in Incorporation rules, Government has also made changes in e-forms. Now for incorporation of company one shall use web service SPICE+ , SPICE MOA and SPICE AOA. and also file AGILE-PRO form.
(Application for Goods and services tax Identification number, employees state Insurance corporation registration plus Employees provident fund organization registration, Profession tax Registration and Opening of bank account)
SPICe means “Simplified Proforma for Incorporating Company electronically“.
IMPORTANT NOTE : 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, application for Goods and services tax Identification number, employees state Insurance corporation registration plus Employees provident fund organization registration, Profession tax Registration and Opening of bank account in the same form of incorporation.
INFORMATION ABOUT SPICe+
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It is termed as E-Form SPICe+
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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).
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Form can be filed without having DIN of director.
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Maximum three Directors can fill up their respective details for filing application of allotment of DIN while incorporating a company.
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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
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To select one of the types of companies – New Company or Section 8 company or Producer company or Part I company.
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To select one of the classes of companies- Private or Public or One Person Company
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To select Category as – Company Limited by shares or Company limited by Guarantee or Unlimited company.
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To specify the Main division code for the industrial activity of the proposed company
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To specify authorised and subscriber equity and preference capital of company
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Registered address of company including PIN code.
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Name of Office of the Registrar of Companies in which the proposed company is to be registered
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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.
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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.
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Specify number of shares in number
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Specify the stamp duty to be paid electronically
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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].
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Fill up the details of first subscribers, name address, occupation, DIN numbers ( if they are directors) and attach Digital Signature Certificate of each subscribers.
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The Witness of each subscriber has to attach his/ her Digital Signature certificate
ATTACHMENTS
Following attachments are required to be attached to SPICe form
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Registered address proof of company (Copy of conveyance deed or sale deed)
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Utility Bill
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DIR-2 (Consent by first directors) alongwith ID and address proofs.
- ID and address proof of subscribers if directors are subscribers as well.
Following documents which were required to be attached to Incorporation form are no longer required in SPICe.
- Nature of Relation and NOC from owner of place is not required.
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Memorandum and Articles of Association
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Declaration by professional i.e. INC-8
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INC-10 ( Declaration)
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Proof of Relation
Memorandum and Articles of Association
SPICe+ form is required to be filed along with e-form SPICe MOA ( i.e. Memorandum of Association) and SPICe AOA ( i.e. Articles of Association). Let us get more information about these forms.
UPLOADING PROCESS
1. Visit www.mca.gov.in
2. Log in and upload form SPICe+ along with SPICe MOA and SPICe AOA.
3. 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+?
Ans: Yes, The company which is having upto 7 members or subscribers has to incorporate company through SPICe+. Through 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+?
Ans: Yes, an applicant can apply for DIN, Name application and incorporation in one form 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 SPICe+ 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+?
Ans: Yes, Foreigner having DIN can file SPICe+ if they have valid business visa.
Q6. Is it mandatory to use SPICe-MOA and SPICe-AOA? When is it required to submit physical copies of MOA/AOA and attach to SPICe+?
Ans:
(A) Filing of SPICe-MOA and SPICe 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- SPIC+e 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+ 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:
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ID and address proof of subscribers in case individual is director cum subscriber.
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Nature of Relation and NOC from owner of place is not required.
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Declaration by professional i.e. INC-8
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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
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:
Mam, If multiple business activities in Main object, which Industrial Activity code to be mentioned, all activities fall under different codes and only one code is allowed to be mentioned
First of all please let me know nature of activities so that I can advise you.
Madam. I got this error ” SPICE (INC 32) is pending against this SRN of Form 1″ while doing pre scrutiny check.
As per your advise I raised the complaint to MCA. It’s been 10 days there is no response provided. I tried filling new forms that too didn’t help. Can you please suggest any solution for this issue? It will be a great help. Thanks for your time madam.
I think the specified period i.e. 20 days from date of reservation of name has been expired to file incorporation documents.
Madam. Thanks a lot for your inputs. I really appreciate it. The problem got rectified. SRN was pending for payment after upload, that is the reason,It was giving the error. I cancelled the SRN and Pre scrutiny was done with out that error.
Whats the industrial activity code for company I will use for shampoo, oil and cosmetic items manufacturing company?
I got re-submission as I used 74(Other Business Activities) Thanks
You are welcome. there is no specific code alloted to the activity which you have mentioned. In that case you can mention Manufacturing Others (Code 36)
Hello Madam,
I have a clarification, as per the new SPICe form,” Affidavit is not required to be attached”. Are they mentioning the “non-acceptance of Deposit by the company in AFFIDAVIT”? whether it needs to be attached or not? In that case, I have attached the format in normal A4 size paper stating declaration.
INC 8 is not required to be attached?
As per Companies (Incorporation) Third Amendment Rules, 2018 Rule 15 shall be submitted as “for the purpose of Section 7 (1)(b) , the declaration shall be submitted by each of the subscribers to the Memorandum of Association and each of the first directors named in the articles of association in Form INC-9.”Format of Affidavit is not changed. Earlier Affidavit should be notarised on stamp paper, now only simple declaration would suffice without changing any word. Declaration is to be attached to e-form SPICE. INC-8 is not required to be attached.
Thanks a lot for your response madam. Can you please share me the Amendment, which is mentioned INC 8 is not required to be attached.
Kindly correct me the documents required for submitting Registered office address in rental premises?
1. Rental agreement in Name of company ( Notarised)
2.NOC from Landlord
3. Latest utility bill( Not more than 2 months)
4.Rent Receipt
The documents require for showing the registered office of the company are OK. Regarding amendment in Incorporation Rules, I will reply to you soon.
Thanks a lot for your response madam. While doing prescrunity for SPICE form, I am getting an error,” Form INC 32 SPICE is pending against the SRN for INC 1″
I have not uploaded any form. This is a new form I downloaded and filled today. Thanks in advance
Sometimes you may get the pre srcutiny error due to technical issue of MCA portal. I would suggest to raise the ticket on MCA portal and wait for two days for getting the solution. Normally if you have filed RUN form for name application earlier to filing SPICE form, SPICE form would ask you to specify SRN of RUN form. Please try it again after downloading fresh form after problem would be resolved from the MCA portal.
Ma’am,
After the introduction of SPICe and eMOA & eAOA, is it now necessary to print & keep physical copies of MOA & AoA ?
You have to keep few sets of printed MOA AOA for Bank, GST or for any other authority.
Amount of franking to be done on INC-9, DIR-2 and Declaration cum affidavit for incorporating new company ?
As per Rule 15 (b) new substitution, in form INC-9 for word Affidavit, the word Declaration is substituted as per Companies (Incorporation) Third Amendment Rule, 2018. So henceforth no stamp paper or franking charges would be required for this because affidavit is not required, only declaration on plain paper will suffice.
Hello Madam,
I am incorporating a new company by SPICe – 32. I am leasing a premises from 3rd party to use it as office. Now I want to make a lease deed which can be submitted to MCA as a office address proof. Lease deed can’t be made under company, Hence it doesn’t exist.
How to create the lease deed ?
For SPICE -32 form, you can file copy of property tax bill, utility bill and NOC from owner. Since the company has not been incorporated, you cannot show registered name of company in lease deed. so you can get NOC from an owner.
Hello Ma’am,
We had filed form INC-12 for obtaining the licence to incorporate the company under section 8. We have been allotted the licence by ROC. However, Due to clerical mistake we have entered the 4 director without DIN in draft AOA of INC-12.
Then we had filed the Spice-32 with same AOA.
Now MCA has raised the resubmission remark that AOA of Spice-32 should be match with AOA of INC-12. As in Spice-32 only 3 directors without DIN are allowed but in AOA of INC-12 are 4 Directors due to clerical mistake .
Then how i can change the AOA of INC-12 before the resubmit the Spice-32 ?
or Is any other solution available for this in Companies Act,2013
Sorry for late reply, You can attach letter to ROC that due to number of restriction in form SPICE, there is no space to add name of fourth director, so attaching this additional information.
hello!!
Mam, i want to know that, right now INC-10 is required for formation of company????
Right now SPICE form is applicable for incorporation process.
i want to incorporate a company but while filling SPICe form , the last section should be signed by a professional.
KINDLY DO THE NEEDFUL
Yes Professional details as witness is mandatory.
Good initiative to solve problems. Thanks to you madam.
in spice form – for Business Address proof- one has to give conveyance or sale deed.
How a company which is not yet formed will have any such docs.
what to submit if Group Co. has taken place on rental basis and allowing new Co to use it for business purpose.
Without forming company, an agreement with owner with proposed company through director can be made. Otherwise owner of the place can give NOC to the proposed company. The Group company shall give NOC to proposed company.
Address proof of place of business should be in who’s name?
Address proof of place of business would be in the name of either director/ subscriber/ different person. He can provide NOC to the proposed company.
Thank you very much.
Welcome
Thank you so much mam for this informative blog it is really helping cs students also.. Looking forward to many more.
Thanks Kasturi!
KINDLY INFORM WHETHER ANY OTHER FORM FOR INCORPORATION OF A CO WILL HAVE TO BE FILLED / FILED WITH MCA ALONG WITH NEW SPICe FORM UPDATED ON 07.06.2017
Form SPICE along with SPICE MOA and SPICE AOA shall be filed simultaneously for incorporation of company.
Hello Madam,
We had filed form INC-12 for obtaining license to incorporate company u/s. 8. We have been allotted the license by ROC. However, at the time of filing SPICe, we came to know that the name of Directors were incorrectly mentioned in the AOA attached to INC-12.
Now, after mentioning correct names in SPICe, MCA has raised query that the name of directors in AOA of INC-12 is not matching with name of directors in AOA of SPICe.
Please guide me what I can do? Can we submit Form INC-12 again?
You cannot submit form INC-12 again because it have been approved and licence is issued. It would not be right to specify different name to match as per INC-12. But as per SPICE form the name of director should match as per AOA. To incorporate the company you will have to write name as per INC-12 so that it will be approved. Then file revised set of AOA with correct name with ROC by filing MGT-14. This is the solution to incorporate the company within time. Otherwise second option is to visit ROC office where your registered office is situated, raise the complaint to rectify the error in AOA attached to INC-12, get it corrected and then file SPICE form. But i don’t anticipate how many days it will take and by that time time alloted for incorporation may lapse.
Please try to raise complaint on MCA with attached AOA of INC-12, specify correct name of director in complaint. Wait for two days and get advise from CRC on phone as well. visit ROC office with complaint number and get advise from ROC. Then you can decide.
Thank you for maintaining such an informative blog.
I have below query.
While uploading SPICE form i.e. e-form 32, I am getting error as “Please check the number of subscribers, number of subscribers are not matching on SPICE AOA as per Spice Incorporation form”.
Kindly treat this as urgent as I am really looking for help in this. I have even raised ticket with MCA however no success.
Thank you!!
Thank you for comment. Please browse the forms on MCA portal to upload and while uploading keep this sequence -at first place INC32 (SPICe), at second place INC33 (SPICe MOA) and at third INC34 (SPICe AOA).Then there won’t be any problem. SPICE form is revised w.e.f 07.06.2017, please download fresh form.
Mam,.
In incorporation of company, subscriber’s(Not director) husband is giving property to company to be use as registered office. Can he give so ?? If yes then do we need to provide undertaking/ Declaratio. ? Please suggest the content.
NOC shall be given by husband to company.
Dear ma’am
we have incorporated a company, later on we found that the address of subscribers to MOA & AOA is entered wrong (By Mistake). How can we rectify this problem. Is there any specified procedure?
Looking for your valuable answer
The company has to file MGT-14 for alteration of subscription page of MOA AOA. Company shall call Board meeting to convene Extra Ordinary General meeting to alter it.
Thank you very much
Mam,
which clauses required or recommended to be altered/ modified while filling AOA in Spice 34?
Clauses related to Interpretation, definitions, General meeting to hold meetings by giving shorter notice / voting rights. Clause of First Board of Directors.
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?
Please call me.
One company I had incorporated under spice route.. they sent it for resubmission saying NOC is required
Then please submit NOC at the time of resubmission.