Incorporation of a Company through Spice+

How to go ahead with Spice +? Still Confused? This article gives an insight on which all documents should be kept handy before starting with the process incorporation:

Introduction –

Spice+ which is a web form and divided into two parts, offers integrated services like:

Part A

• Application for Reservation of Name (RUN)

Part B

• Incorporation
• Allotment of DIN (Application for maximum 3 DIN can be made).
• Mandatory issue of PAN and TAN.
• Mandatory issue of EPFO registration and ESIC registration.
• Mandatory issue of Profession Tax registration (Maharashtra).
• Mandatory Opening of Bank Account for the Company
• Allotment of GSTIN (if so, applied for).

Part A

1. It is always advisable to get the name approved first by filing an application for Reservation of Name (RUN) to avoid multiple documentation and save time.

2. One can refer Rule 8 of the Companies (Incorporation) Rules, 2014 in respect of any proposed name before applying for the same.

3. Before applying for name, it is advisable to get the name checked, whether the same are available or not and also to avoid violation of trademark one should also check whether the proposed name have any trademarks registered by the existing companies.

For Name Search: http://www.mca.gov.in/mcafoportal/showCheckCompanyName.do

For Trade Mark Search: http://www.ipindia.nic.in/index.htm

4. At a time, one can apply for maximum 2 names.

5. Unlike before, the following details are mandatory to be provided while making an application for RUN: –

• • Type of Company
  • Class of Company
  • Category of Company
  • Sub-Category of Company
  • Main division of industrial activity of the Company – Refer Annexure B for the list of main divisions of industrial activities
  • Description of the main division – shall be auto filled based on the industrial activity code.

6. No objection Certificate (NOCs) to be provided when a proposed name requires the approval of a Sectoral Regulator or NoC etc if applicable, as per the Companies (Incorporation) Rules, 2014, is being applied for.

7. Draft main object can be provided while filing Part A to provide clarity on the proposed name which is applied and it is advisable to clearly state that final objects will be provided while filing Part B to avoid any confusion.

8. One resubmission is allowed after making original application of Reservation of Name (RUN).

9. Fees applicable: INR 1,000/-

Part B

While the name has been applied and until the approval has been obtained, one can start preparing the following documents/obtain information and keep them handy:

1. Address to be used for Registered Office (RO) of the Company along with email id and phone no. to be used for the proposed company.

2. Whether the premise which is to be used as RO is Owned or Hired – same is required in Agile Pro. NOC to be obtained for use of RO from the legal owner.

3. Capital Structure – Details of authorized Capital and Subscribed Share Capital of the proposed company and No. of shares that will be subscribed by each of the Subscribers.

4. Information regarding number of first subscribers and first directors for the proposed company.

5. Proposed Director whether having valid DIN or DIN shall be applied. Maximum number for which allotment of DIN can be applied is 3.

6. Whether the first subscribers and first directors are having valid digital signature certificate (DSC) and if not, make an application for processing the DSC. In case number of subscribers and/or directors to eMoA and eAoA is up to twenty and all such subscribers and/or directors have DIN/PAN, it shall be mandatory for each one of them to obtain a DSC.

7. First directors not having DIN/Subscribers having PAN shall associate their DSC under ‘authorised representative’ by providing their PAN. Once DIN is allocated for first directors post approval of SPICe+, DSC may be updated against DIN by using ‘Update DSC’ service.

8. If the first subscriber is body corporate, board resolution authorising an authorised representative is to be provided.

9. Information of the subscriber/first directors if not having valid DIN:

• • Personal Details
  • Qualification
  • Occupation
  • Permanent and Present Address (in case both are different)
  • Duration of stay at the present address
  • Valid Mobile No. and Email id
  • Place of Birth
  • Passport size photograph preferably coloured, for all the subscriber is mandatory. (to be attached in agile pro)
  • Aadhar No/Pan No: PAN has to be mandatorily provided for Indian residents and one has to verify the details by clicking on Verify Details in Part B.

10. Information regarding proposed director – Designation, Category, and whether proposed director shall be Chairman/Executive/Non-executive director

11. One can prepare MOA and AOA in the word copy to ease out filling of Spice MOA and AOA and to save the time.

12. Authorised Signatory is to be appointed for opening of bank account and making an application for EPFO. Information regarding with which bank account is to be opened should be obtained from client, since opening of bank account is mandatory.

Ensure that the form is digitally signed by the Proposed Director / Primary Owner who has signed the SPICe+ form. Both SPICe+ form and AGILE-PRO form shall be signed by same director who is also the authorised signatory.

13. In spice+ there is no specific tab to attach DIR-2, however the same should be attached under optional attachments.

14. Form INC-9- Declaration by Subscribers and First Directors will be generated on the basis of information filled in Part B, except for the Companies having foreign Directors and/or Shareholders.

15. For AO Codes and PAN Codes

• AO Codes for PAN

https://www.tin-nsdl.com/services/pan/pan-aocode.html

• AO Codes for TAN

https://www.tin-nsdl.com/services/tan/tan-ao-code.html

16. Sequence for uploading the form:

• SPICe+
• eMOA
• eAOA
• URC-1 [if applicable]
• AGILE-PRO [mandatory in all the cases]
• INC-9

17. For fees: can be enquired from enquire fee services on MCA or refer fee rule.

18. It is advisable to upload forms and make payment either form Mozilla Firefox or Internet Explorer.

19. Number of Resubmission allowed – 2

Attachments to Spice + :

i. For Registered office – NOC to be provided by the legal owner of the property and Copies of utility bill that is not older than two months.

ii. Subscribers and Directors proof’s required:

Individual first subscriber(s) cum directors Not Having DIN		Individual first subscriber(s) cum directors having DIN
Proof of Identity	Residential Proof (not older than 2 months)	Proof of Identity	Residential Proof (not older than 2 months)
Voters Identity Card or	Bank Statement or	For the Individual having DIN, KYC norms would not be applicable and no other proof of identity or residential proof shall be required.
Passport or	Electricity Bill or
Driving License	Telephone bill/ Mobile bill.
PAN and Aadhaar to be attached
If any subscriber to the proposed company is Foreign company and/or company incorporated outside India, then it is mandatory to attach: Copy of certificate of incorporation of the foreign body corporate and resolution passed. Note: For proofs to be provided by a foreign national and for the purpose of attestation of foreign documents, please refer Rule 13 (5) Signing of Memorandum and Articles of The Companies (Incorporation) Rules, 2014. If any subscriber to the proposed company is a Company itself, then it is mandatory to attach: Resolution passed by promoter company In case any of the director has any interest in the proposed company, then it is mandatory to attach: Interest of first director(s) in other entities Photograph of all the subscribers – to be attached in Agile Pro Specimen Signature of Authorised signatory signing Agile Pro Spice+. Specimen signature to be provided in pdf form needs to be attached in Agile Pro

iii. Attach Proof of Identity and Address of Authorized Signatory for opening Bank Account in Agile Pro.

iv. In which all cases attachment of MOA and AOA in pdf form is mandatory, please refer help kit for the same.

In case of any grievance:

• For technical problems i.e., form upload, pre-scrutiny errors, DSC related, payment related queries, please raise a ticket on www.mca.gov.in/myservices and await a resolution. One can reach out on 0124-4832500 if the query is not resolved within 48 hours. Having ticket number for the complaint raised is mandatory.
• One can also contact CRC Helpdesk at:

Contact No.: 0120-4832500 (option 1)

Email: CRC.Escalation@mca.gov.in

Disclaimer: This article tries to cover the practical aspect; one must take care of all the applicable Section and Rules.