Procedure for Incorporation of Private/Public Ltd Companies through Spice+/INC 32/ INC 35 (Agile Pro)

In this Editorial the author shall deliberate the Provisions of Companies Act, 2013 in respect of incorporation of Private Limited / Public Limited Company (Including Companies Incorporation Rules amended, SPICe+ (INC 32)/ INC 35 (AGILE PRO) notified, w.e.f. 23rd February, 2020: MCA Notification dt. 18th February 2020.)

STEPS FOR INCORPORATION OF PRIVATE LIMITED COMPANY

STEP 1: Name Application:

Name reservation can be done by two ways. First way is to separately apply for two names for the proposed company in Part A of Spice + web-based form available on www.mca.gov.in

Second way is that user has the flexibility to apply for Part A & Part B together i.e apply name reservation and company formation together. One should do that only when they are sure of the name availability for which they have applied.

If one is unsure, he must apply for Part A separately, get the name approval and then go ahead with the process of incorporation.

The details that would be required for name reservations are the type of the company like private limited company, Public limited etc, Category of the Company like company limited by shares or guarantee, object clause of the company, industrial activity of the Company. If you submit only Part A, then the fees for name approval are same like RUN Form which is Rs. 1000/-

STEP 2: Preparation of Documents for incorporation of company:

1. Copy of self attested PAN and Aadhar Card of all the Director(s)/ Subscriber(s) of the proposed company.

2. DIR-2- Declaration from first Directors along with copy of proof of identity and residential address. (on plain paper)

3. INC-9 – Declaration by first Subscriber(s) and Director(s).

Note:  INC-9 shall be auto-generated in pdf format and would have to be submitted only 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.

4. In case proposed directors do not have DIN, we can apply for the same through “SPICE +”  for maximum three Directors and shall require details such as Place of Birth, Educational Qualification, Occupation, Mobile Number and Email id of directors. Also it is mandatory to attach Proof of identity (Any one):   Self attested copy of Voters Id/ Passport/ Driving License and Residential Proof (Any one) :  Bank Statement/Electricity Bill/Telephone Bill/ Mobile Bill (not older than 2 months) (Also, NOC of the owner on plain paper will be required in case utility bill is not having the director’s name)

5. Duration of Stay at present address of directors whose DIN is to be applied  (In case duration of stay at present address is less than one year then details of previous residential address)

6. Registered address of the company along with proof of address (Electricity Bill not older than two months along with NOC of the owner, Rent agreement, Lease Deed etc)

7. All the subscribers should have Digital Signature

STEP 3: Fill the Information in SPICE + & other linked forms:

Once all the above mentioned documents/ information are available. Applicant has to fill the information in the web-form “Spice +” along with the linked forms SPICE+ MOA & AOA, INC-9, AGILE-PRO. It is mandatory to mention the details of PAN & TAN in the Incorporation Form “SPICE +”.  Link to find out of Area Code to file PAN & TAN are given in Help Kit of SPICE  +  or through https://www.tin-nsdl.com/services/pan/pan-aocode.html &  https://www.tin-nsdl.com/services/tan/tan-ao-code.html

Details of Linked forms:

1. SPICE + MOA & AOA: It is again web based form only, to be filled for the object clause of the company and the articles. This form is to be filed along with Spice+ form.

2. INC-9 Form: This form is prefilled on the basis of the information entered in Spice+. Attach the directors and subscriber DSC to this form.

3. AGILE PRO:

  • Mandatory applying for Bank account: Attach Proof of Identity of Authorized Signatory for opening Bank Account
  • Mandatory application for ESIC/EPFO: Download the format of Specimen Signature from below http://www.mca.gov.in/Ministry/pdf/specimensignature_07042019.pdf   Fill the requisite information as applicable, scan it and attach the same in AGILE-PRO form.
  • Mandatory application of Profession Tax (only for Maharashtra)
  • However, applicant may choose whether they want to apply for issuance of GSTIN.

Few key points to be considered:

1. Reserved name shall be valid for 20 days in case of allotment of name for New Company.

2. Maximum numbers of subscribers are SEVEN (7). In case of more subscribers, physically signed MOA & AOA shall be attaching in the Form.

3. Maximum numbers of directors are TWENTY (20).

4. Note that integration is in place with Punjab National Bank and ICICI Bank only. All other banks are disabled for selection presently.

5. All the above process happens on the web-based form only. You can edit the web-based SPICE + form and AGILE- PRO only 5 times. Post that, you will have to prepare a new form only. So be careful.

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. In no event shall the author of the article shall be liable for any result arising out of or in connection with the use of the information.

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