ACS Divesh Goyal
An significant step is taken by Ministry of Corporate Affairs by introduce e-form INC-32 under SPICe scheme vide MCA’s notification dated 01/10/2016 notifying Companies (Incorporation) Fourth Amendment Rules, 2016. SPICE means Simplified Performa for Incorporating Company Electronically.
The SPICE form was introduced with a function to prepare e-Moa & e-Aoa (Electronic MOA/ AOA). This facility is first time providing by the Ministry in the history of India for Incorporation of Company via this attribute there is no opportunity to prepare the manual MOA & AOA and no option to physically sign the MOA & AOA by subscribers and witness
Simplified Performa for incorporation of Companies Electronically (SPICE )
New Rule No. 38 has been inserted by Company (Incorporation) Fourth Amendment Rules, 2016 w.e.f. 02.10.2016.
Ministry has come with amendment in Rule 38 Companies (Incorporation) Fifth Amendment Rules, 2016 dated 29th December, 2016.
Single Window Form:
Earlier if a Person wants to incorporate Company then it has to apply for the DIN, Approval of the Name Avaibility, Separate form for first Director, Registered office address, PAN, TAN etc. But this form is a single window for Incorporation of Company.
This form can be used for the following purposes:
Mandatory to file e-Form inc-32–
This form available on MCA w.e.f. 03.10.2016.Ministry has moved toward with notification dated 29thDecember, 2016 by this notification Companies can be incorporated only by following forms:
i. One Person Company = INC-32 (SPICe )
ii. Private Limited Company (with7 or less than 7 subscribers) = INC-32 (SPICe )
iii. Public Limited Company (with7 or less than 7 subscribers) = INC-32 (SPICe )
iv. Section 8 Company(with7 or less than 7 subscribers) = INC-32 (SPICe )
v. Producer Company (with7 or less than 7 subscribers) = INC-32 (SPICe )
vi. Producer Company (with more than 7 subscribers) = INC-7
vii. Company with foreign Subscribers (up to 7) = INC-32 (SPICe )
*According to the above notification, the Companies which are requisite to be incorporated through INC-32 can’t be incorporated by filing e-form INC-7 on or after 29th December, 2016. Hence, it is obligatory to file e-form INC-32 (SPICe ) for Incorporation of Company w.e.f. 29th December, 2016.
Features of SPICe (inc-32) form:
Confusion in SPICe (inc-32) form:
In this article I will share the comparison of Incorporation through SPICe Form in cut short. In my next article I will take up the entire question mentioned above along with some other questions:
Simplified Process of Incorporation of Company
Normal Incorporation Process
|Purposes||5-in-1 form||N. A.|
|No. of Form Filing||1 (ONE)||5 (FIVE)|
|Steps of Incorporation||Single Step of Incorporation||Three Step Incorporation|
|Form Filing Requirement||Only one Form INC-32.||DIR-3- Application for DIN (3 DIN)
INC-1 – Application for Name Approval
INC-7 – Incorporation of Company
DIR-12 – Appointment of First Directors
INC-22 – Situation of Registered Office
|MOA & AOA||Electronic e-MOA (INC-33) & e-AOA (INC-34) required filing in this case.||Only scan copy of MOA & AOA can be attach in this form.|
|Digital Signature||DSC of every subscriber required Mandatory.
The subscribers and witness or witnesses shall affix their digital signatures to the e-MOA and e-AOA
|DIN of both Subscribers Required.|
|Din Allotment||Maximum 3 Person can apply DIN through this process.||Separate DIR-3 will be file for each person.|
|Narrower Name Proposal||Person can give only One Name for Approval or can be file after INC-1||Person has option to give alternate SIX Names.|
|Name Keeping||While applying name applicant has to undertake necessary diligence regarding the name keeping, considering the guidelines issued by MCA for Name approval.
Drawback: Be sure for the proposed name, only one name can be given.
|Person has option to give maximum SIX names. Therefore, comparatively less diligence requires.|
|Time frame||Their approval of DIN, Name and Incorporation will be altogether.
Generally it takes 1-2 days.
|First DIN form will approve generally it takes 1 day. Second Name will Approve, generally it takes 7-10 days. Third Incorporation will Approve, generally it takes 7- 10 days. Generally Incorporation of Company takes 20-25 days.
· Apply for DIN in DIR 3: It is a STP form DIN is generated in e-form Challan.
· INC 1 takes 7-10 days for approval, maximum re-submission cases are there.
· INC 7 takes 10-15 days for approval.
· DIR 12 takes 1-2 days to get approved.
· INC 22 gets approved in 2-3 days.
In total 21-30 days.
|Attachment of ID Proof||In case of Director/Shareholders have DIN, then no need to attach separate Address Proof/ ID Proof.||In case of Director/Shareholders have DIN, then no need to attach separate Address Proof/ ID Proof.|
|Professional Certification||INC-32 requires Professional Certification.
No Need to Attach INC-8 in this Form
|No need of professional Certification in e-form INC-7.
Need to Attach INC-8 in this Form.
|Resubmission||Two resubmission are allowed||Only one resubmission is allowed.|
|Refund Of Money||In case of rejection of form, company can apply for refund of money by refund form.||No refund allowed.|
|PAN & TAN||PAN & TAN applications mandatory to file and upload on MCA website.||No facility to obtain PAN & TAN through this form.|
|Certificate of Incorporation||COI shall mention the PAN of the Company||PAN will not mention on the COI.|
Attachment in SPICe -e (inc-32) form:
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at firstname.lastname@example.org)