Application for Incorporation of Companies as per Chapter II The Companies (Incorporation) Rules, 2014

An application for registration of a company shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, in SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32) along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014;

Provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as the Reserve Bank of India, the Securities and Exchange Board, registration or approval, as the case may be, from such regulator shall be obtained by the proposed company before pursuing such objects and a declaration in this behalf shall be submitted at the stage of incorporation of the company]

Incorporation of Company

Meaning:-

Earlier, there was a form SPICE for incorporation of Company , which was a MCA FORM DOWNLOADS in PDF format. Whereas the SPICE+ is a WEB based form to be filled on the MCA site itself.

Along with that form AGILE can be filed for

EPF Registration

ESI Registration

GSTIN Registration

NOW, it is AGILE-PRO, Basically 2 new services added which can be applied by AGILE-PRO.

Opening Bank Account of Company

Professional TAX Registration.

This form is an integrated web form with a single window for multiple services.

The other forms that need to be filed along with Spice+ are AGILE-PRO, SPICe+ AoA and SPICe+ MoA.

This form has Two Parts:

1. Part-A : For Name Reservation of New Companies.

2. Part-B : Offering multiple Registration Services

The ALL IN ONE Form SPICE+ is a multipurpose form which offer as many services as listed below:-

Incorporation

DIN Allotment

Mandatory issue of PAN

Mandatory issue of TAN

Mandatory issue of EPFO registration

Mandatory issue of ESIC registration

Mandatory issue of Professional Tax registration (Maharashtra)

Mandatory opening of Bank account of the Company

Allotment of GSTIN (if applied)

Users may choose to submit Part-A for reserving a name first and thereafter submit

Part-B for incorporation &other services or file Part A and B together.

The approved name and related incorporation details as submitted in Part A, would be automatically Pre-filled in all linked forms also Viz. AGILE –PRO, e-MoA,e-AoA, URC-1, INC-9 (as applicable).

Declaration by all the subscribers and first directors in INC-9 shall be auto generated in pdf format.

All check form and Pre-scrutiny validations (expect DSC validation) will happen on web-form itself.

Once the SPICe+ is filled completely with all relevant details, the same would then have to be converted into pdf format, with just a click of a mouse button for affixing DSC.

Steps for incorporation of Company through SPICe+:

> SPICe+ Login

First Login to MCA portal

Then click on MCA services – SPICe+

Click on new application in case of New company Registration

On click of existing application the user can view application numbers along with

proposed/approved name.

> Spice+ Part A :

On click of new application, SPICe+ Part A gets enabled which contains fields relating to name reservation.

User fills the details of Type, class, category, sub-category and proposed name of the company and click on auto check button, auto check performs first level automatic scrutiny of the proposed name against the name rules.

> Once Part-A is completed , user can click on:

Submit for Name Reservation or, Proceed for Incorporation or, Cancel

If opted for proceed for incorporation, Part-b of the web form gets enabled which will have different sections.

> SPICe+ Part B:

Each section of Part B contains ‘Save and continue button. Check form validations will happen on each of the section. Enter the basic details related to the company to be incorporated i.e. Registered or Correspondence Address. Subscribers and directors details. Details related to capital. 9/8/2020 Incorporation of Company through SPICe+ Form https://taxguru.in/company-law/incorporation-company-spice-plus-form.html 3/6 Enter the basic details for the issuance of Permanent Account Number (PAN) and Tax Deduction Account (TAN). Upload mandatory attachments in the web form. Confirm on the relevant declarations and click on the pre-scrutiny. Once pre-scrutiny is successful click on submit button. Once web form is submitted successfully, user will get a confirmation message. User can then download Spice+ Part-B pdf from the dashboard for affixing DSCS. Also all the relevant linked forms get enabled and available for the user to fill and submit based on the fields/parameters entered by the user in Part-B.

> AGILE –PRO:

AGILE stands for Application for Goods and Services identification numbers, employees state insurance corporation registration plus Employees provident fund organization registration. The old AGILE form (INC-35) is now replaced with the AGILE –PRO web form.

> AGILE PRO needs to be filed as linked with Spice+ for:

Registration with GSTIN.

Registration with ESIC.

Registration with EPFO.

Professional Tax Registration.

Bank account number.

> eMoA and eAoA form:

Electronic Memorandum of Association (eMoA) which is a charter of the company can be filed as a linked form to Spice+. Electronic Articles of Association (eAoA) which provide all the regulations related to internal affairs of the company can be filed as a linked form to SPICe+.

> URC-1 INC-9 PDF generation:

In case of Part-I companies, it is mandatory to file URC-1 form containing details of existing entity. Based on the details of subscribers and directors entered in Part B, INC-9 declaration form shall be auto populated and available in dashboard for the user to download and affix DSCs.

> Spice + Upload :

After affixing DSCs in Spice+ Part B pdf and all other linked forms, user needs to click on upload forms option. Upload SPICe+ Part-B pdf and all relevant linked forms. On successful upload of forms, unique service request number (SRN) gets generated and displayed to the applicant.

In case where the forms need resubmission for any errors being flagged upon processing, the SPICe+ form has to be resubmitted in the same manner.

> ATTACHMENTS required:

For SPICe+ :

Memorandum of Association.

Articles of Association.

Declaration by the first directors and subscribers (Affidavit not required)

Proof of office address.

Copy of utility bills.

Copy of certificate of Incorporation of foreign body corporate (if any).

A resolution passed by Promoter Company.

The interest of first directors in other entities.

Consent of Nominee (INC-3).

Proof of identity as well as the residential address of subscribers.

Proof of identity as well as the residential address of the nominee.

Proof of identity and address of applicant I, II, III.

Resolution of unregistered companies in case of Chapter XXI (Part 1) Companies.

Declaration in Form no. INC-14.

Declaration in Form no. INC-15.

Optional attachments (if any)

For AGILE –PRO:

Proof of principle place of business.

Proof of appointment of Authorised Signatory for GSTIN (either of the documents

Letter of Authorization /Copy of Resolution passed by BOD/Managing Committee

and acceptance Letter).

Proof of identity of Authorised Signatory for the opening of a bank account.

Proof of address of Authorised Signatory for the opening of a bank account.

Specimen Signature of Authorised Signatory for EPFO.

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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. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information.

Author- CS Shweta Maheshwari and can be contacted at Shweta.maheshwari26@gmail.com 

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Explanations:- 

 Signing of Memorandum and Articles.

The Memorandum and Articles of Association of the company shall be signed in the following manner, namely:-

(1) The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any and the witness shall state that “I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence (date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in”

(2) Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he shall also write against the name of the subscriber, the number of shares taken by him.

Particulars of Every Subscriber to be Filed With the Registrar at the Time of Incorporation.

(1) The following particulars of every subscriber to the memorandum shall be filed with the Registrar-

(a) Name (including surname or family name) and recent Photograph affixed and scan with MOA and AOA:

(b) Father’s/Mother’s/ name:

(c) Nationality:

(d) Date of Birth:

(e) Place of Birth (District and State):

(f) Educational qualification:

(g) Occupation:

(h) Income-tax permanent account number:

(i) Permanent residential address and also Present address (Time since residing at present address and address of previous residence address (es) if stay of present address is less than one year) similarly the office/business addresses :

(j) Email id of Subscriber;

(k) Phone No. of Subscriber;

(l) Fax no. of Subscriber (optional)

(m) Proof of Identity:

For Indian Nationals:

PAN Card (mandatory) and any one of the following

    • Voter’s identity card
    • Passport copy
    • Driving License copy
    • Unique Identification Number (UIN)

For Foreign nationals and Non Resident Indians

    • Passport

In case the subscriber is already holding a valid DIN, and the particulars provided therein have been updated as on the date of application, and the declaration to this effect is given in the application, the proof of identity and residence need not be attached.

(n) Residential proof such as Bank Statement, Electricity Bill, Telephone / Mobile Bill:

Provided that Bank statement Electricity bill, Telephone or Mobile bill shall not be more than two months old;

(o) Proof of nationality in case the subscriber is a foreign national.

(p) If the subscriber is already a director or promoter of a company(s), the particulars relating to-

(i) Name of the company;

(ii) Corporate Identity Number;

(iii) Whether interested as a director or promoter;

(2) Where the subscriber to the memorandum is a body corporate, then the following particulars shall be filed with the Registrar-

(a) Corporate Identity Number of the Company or Registration number of the body corporate, if any

(b) GLN, if any;

(c) the name of the body corporate

(d) the registered office address or principal place of business;

(e) E-mail Id;

(f) if the body corporate is a company, certified true copy of the board resolution specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed by the body corporate, and the name, address and designation of the person authorized to subscribe to the Memorandum;

(g) if the body corporate is a limited liability partnership 4[Omitted], certified true copy of the resolution agreed to by all the partners specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed in the body corporate, and the name of the partner authorized to subscribe to the Memorandum;

Particulars of First Directors of the Company and their Consent to Act as Such

The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies cporate along with his consent to act as director of the company shall be filed in Form No.DIR.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014. 

Certificate of Incorporation

The Certificate of Incorporation shall be issued by the Registrar in Form No.INC-11 and the Certificate of Incorporation shall mention permanent account number of the company where if it is issued by the Income-tax Department

Note:-  

As per Companies (Incorporation) Amendment Rules, 2017

 Rule 18 Substituted as –

“The Certificate of Incorporation shall be issued by the Registrar in Form No.INC-11 and the Certificate of Incorporation shall mention permanent account number of the company where if it is issued by the Income-tax Department”

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