Incorporation of Company Under Spice+

One of the major decisions for any businessman is to incorporate their company and running business as company. All the big business run in the form of Company.

In India, companies are incorporated under The Companies Act, 2013 and its related rules. Recently, there has been major change in way of incorporating a company by introduction of SPICE+.

The process to incorporate a company is even easier than earlier modes. SPICE+ enables a businessman to incorporate their company, apply for GST, PAN, Bank account, etc under one simple filing system. Let’s know more about SPICE+ in deep.

What is SPICE+?

SPICe+ Web form is a post-login service and existing registered users would need to login into their account using their credentials. New users are required to create a login account first before using the service.

How many parts SPICE+ is consist of?

SPICE+ is consist of two (2) parts:-

• Part A for Company name reservation
• Part B for offers following services viz. (i) Incorporation (ii) DIN allotment (iii) Mandatory issue of PAN (iv) Mandatory issue of TAN (v) Mandatory issue of EPFO registration (vi) Mandatory issue of ESIC registration (vii) Mandatory issue of Profession Tax registration(Maharashtra) (viii) Mandatory Opening of Bank Account for the Company and (ix) Allotment of GSTIN (if so applied for).

How to apply for name of company under SPICE+?

This step can be divided into two (2) parts:-

• Apply for name of the company and also proceed for incorporation of company at the same time.
• Incorporate a company A person desirous of incorporating a company can apply for name of proposed company before incorporating a company on the payment of non-refundable INR 1000/-. And once the name is allotted by CRC, incorporation of company proceeds. This is done to avoid resubmission on the basis of observation in proposed name of company.

How to incorporate a company through SPICE+?

I will explain this step by step:-

• Fill Part-A save and submit.
• Fill all the fields of Part-2
• Registered office details
• Subscriber and Director Details
• Capital Details
• PAN and TAN detail
• Declaration by all Subscribers and first Directors (IN0C-9) shall be auto- generated in pdf format and will be submitted in Electronic form in all cases, except where:

(i) Total number of subscribers and/or directors is greater than 20 and/or

(ii) Any such subscribers and/or directors has neither DIN nor PAN.

Fill all the above points save and submit each. Once the SPICE+ is filled completely, it will be converted into pdf for affixing the DSC.

• Fill AGILE- PRO

AGILE PRO will be filed as linked form for

• Registration of GSTN
• Registration of ESIC
• Registration of EPFO
• Professional Tax Registration
• Bank Account Opening

Note that It is a mandatory requirement to apply for opening the company’s Bank account through the AGILE-PRO linked web form Presently Punjab National Bank has been integrated with SPICe+ for opening a Bank account.

• File e-MOA save and submit
• File e-AOA save and submit
• File INC-9 i.e declaration by all the proposed directors of the proposed company.

What are the banks in which a company’s account will be opened?

Presently Punjab National Bank, ICICI Bank, Kotak Mahindra Bank, Bank of Baroda and HDFC Bank has been integrated with SPICe+ for opening a Bank account. Gradually many Public and Private Sectors Banks would also be integrated with SPICe+ with passing time.

What are documents required to incorporate a company through SPICE+?

There are very few documents required which are:-

• Proposed Directors Identity Proof and Residence Proof
• Subscribers Identity Proof and Residence Proof
• Mobile Number, Email ID and Passport size photo of all Subscribers and Directors.
• Proposed Company Registered office utility bill (not more than two (2) months old.

What is Memorandum of Association (MOA) and how it is filed?

First of all we need to understand what is Memorandum of Association (MOA). Memorandum of Association (MOA) of a company is an important corporate document in certain jurisdictions. It also includes the “objects clause” which let the shareholders, creditors and those dealing with the company know what is its permitted range of operation, although this was usually drafted very broadly. It also shows the company’s initial capital.

With the Introduction of SPICE+ Memorandum of Association, the Memorandum of Association (MOA) is also filed electronically through e-MOA and this is also a linked form. Once it is filed after saving and submitting, a PDF file is generated for DSC affixation.

What is Articles of Association (AOA) and how it filed?

Articles of Association (AOA) refers to that document of the company in which rules of internal management to achieve the objective laid down in the memorandum of association are stated. A company’s Articles of Association (AOA), called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where the memorandum exists) form the company’s constitution, defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors.

With the Introduction of SPICE+ Memorandum of Association, the Articles of Association (AOA) is also filed electronically through e-AOA and this is also a linked form. Once it is filed after saving and submitting, a PDF file is generated for DSC affixation.

What is the fees associated with SPICE+?

The fees depend upon stamp duty to be levied on the Authorised capital of company. Also note that if company first reserves the name of company by separately filing Part A for name approval then apart from stamp duty on Authorised capital of company addition of INR 1000/- adds to the fees.

Is it mandatory to have DIN of directors at the time of incorporation of company?

No, Maximum three Directors are allowed for using this integrated form for filing application of allotment of DIN while incorporating a company other than a Producer company.

In case of a Producer company, maximum of five directors are allowed to apply for allotment of DIN

More appointing more than this limit, it is mandatory to apply for DIN separately.

How many times changes/modifications to SPICe+ (after generating pdf and affixing DSCs) can be made? 

Any alteration/modifications to SPICe+ (even after generating pdf and affixing DSCs), can be made up to five times by editing the same web form application which has been saved, generating the updated pdf affixing DSCs and uploading the same.

However, there is no limit to Change SPICe+ before generating pdf and affixing DSCs.

Disclaimer: – The above article is prepared keeping in mind all the important and basic question while incorporating a company through SPICE+ under the Companies Act, 2013. The author has tried to cover all the important and basic question. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.

(The Author is Corporate Consultant and provides varied array of services including Start-ups mentor, Secretarial, Legal, Trademark, taxation, Audit, GST, Book keeping and other ancillary advisory service in Delhi, Chandigarh as well as The National Capital Region (NCR) and can be contacted through email id:- triptishakyacs2017@gmail.com and Contact Number: 91-8178515005)