Incorporation of section 8 company on MCA V3 portal – FAQs

Explore FAQs on Section 8 company incorporation through MCA V3 portal. Learn about changes in forms, filing procedures, linked forms, fees, DSC requirements, and essential documents for smooth company registration. Stay updated on the latest MCA V3 portal features and compliance rules effective from January 23, 2023.

Recently, the Ministry of Corporate Affairs (MCA), has shifted various E – forms for Company and LLP from V2 portal to V3 portal. MCA V3 portal is nothing but an upgradation of the present version of the portal that is termed as V2. The V3 version aims to enhance the user interface of the MCA portal and enable easy filing of E-forms.

All the incorporation related forms have been migrated to the V3 portal w.e.f. 23^rd January,2023. These forms include- (a) SPICe+ PART A (b) SPICe+ PART B (c.) RUN (d.) INC-13 (e). INC-31 (f). INC-33 (g.) INC-34 (h.) INC-9 (i.) AGILE PRO (j.) URC-1

Q.1 What are the high-level changes done in Incorporation forms in V3 when compared to V2?

Ans. SPICe+ PART A:

a. NIC code 2008 introduced with option of selecting 3 business activities with 5-digit code

b. Several checks/business rules/Trademark validations are put in place at FO level to check compliance with The Companies (Incorporation) Rules, 2014

SPICe+ PART B:

a. Introduction of e-MOA and e-AOA for section 8 companies also

b. INC-3 made e-form and DSC of nominee would be required

c. Bifurcation of capital into different classes to be provided

d. A box to be displayed adjacent to the data entry in the form at FO level, for those fields where it is required to upload attachment such as Identity proof, residential proof etc. to ensure enhancement in BO processing.

e. The requirement to provide INC-14 as an attachment to be done away with by adding it in the ‘Declaration by Professional’.

f. The requirement to provide INC-15 as an attachment to be done away with by adding it in the ‘Declaration by all subscribers and directors’

g. The requirement of providing attachment ‘Resolution of unregistered companies in case of Chapter XXI (Part I) companies’ in SPICe+ Part B is to be moved to the attachment section of URC1.

h. The requirement to provide attachment ‘Attachment – Part A’ in case SPICe+ Part A is approved separately to be done away with.

i. Attachments removed and information captured in machine readable format

URC-1:

a. The requirement of providing attachment ‘Resolution of unregistered companies in case of Chapter XXI (Part I) companies’ in SPICe+ Part B is to be moved to the attachment section of URC1.

b. Attachments ‘Consent of majority of members’, ‘Consent of at least three-fourth of members agreeing for registration under this part’, ‘Declaration from all the members regarding compliance as per section 8(1)(b) and section 8(1)(c) of the Act and detailed objects of the company’ have been removed and added as declarations in INC-9 form.

c. Attachments ‘Declaration of two or more directors verifying the particulars of all members/partners’, ‘Undertaking by the proposed directors for compliance with requirements of Indian Stamp Act, 1899’ have been removed and added as declarations in URC-1 form.

d. Attachment ‘Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable’ has been removed and added as declaration under ‘Declaration professional’ in URC-1.

e. Inclusion of additional fields for capturing the publication of advertisement as per Rule 4 of Companies (Authorized to register) Rules, 2014, objection details along with an attachment ‘Copy of objection(s) received from companies along with details of resolution(s) provided, if applicable’ added

INC-9:

a. The requirement to provide INC-15 as an attachment to be done away with by adding it in the ‘Declaration by all subscribers and directors’

b. Attachments ‘Consent of majority of members’, ‘Consent of at least three-fourth of members agreeing for registration under this part’, ‘Declaration from all the members regarding compliance as per section 8(1)(b) and section 8(1)(c) of the Act and detailed objects of the company’ have been removed and added as declarations in INC-9 form

E-MoA and E-AoA:

a. Introduction of e-MOA and e-AOA for section 8 companies also.

b. Auto-population of object clause, subscriber and share capital details from SPICe+ Part A and Part B.

Q.2 What is Part A of web form SPICe+ and can the same be filed separately?

Ans. SPICe+ Part A represents the section wherein all details with respect to name reservation for a new company have to be entered. SPICe+ Part A can either be submitted individually for name reservation only or can be submitted together with SPICe+ Part B for both name reservation as well as incorporation and for availing other integrated services.

Q.3 What are the services offered in Part B of SPICe+?

Ans. The following services are offered in Part B of SPICe+

a. Application for issuance of Corporate Identification Number / Registration of Company with Registrar of Company

b. Apply for license (only applicable for section 8 companies)

c. Application for allotment of Director Identification Number (DIN) / Registration of Director

d. Application for PAN / TAN allocation

e. Application for allotment of GSTIN (optional, if applied).

f. Application for allotment of ESIC number

g. Application for allotment of EPFO number

h. Application for allotment of PTEC / PTRC (For Maharashtra, Karnataka and West Bengal only)

i. Application for registration of Shops and Establishment – Delhi.

j. Request for Bank Account Opening

** Part A of web form SPICe+ and Part B of SPICe+ can be filed together as well as separately depending on the name availability and reservation of the Company.

Q.4 What is the sequence of uploading linked forms to SPICe+?

Ans. Following is the sequence of uploading linked forms to SPICE +:

a. eMOA INC-33[As applicable] or eMOA INC-13( As Applicable) for other than Section 8 Company

b. eAOA INC-34[if applicable] or eAOA INC-31[if applicable] for Section 8 Company

c. URC-1[if applicable]

d. AGILE-PRO-S [mandatory in all the cases]

e. INC-9[if applicable].

Q.5 What is the applicability in SPICE + Form for Linked Filing?

Ans. The following conditions shall be applicable for various linked forms of SPICE+.

Q.6 What are the linked forms to be filed along with SPICe+? What are the scenarios in which pdf attachments (MOA, AOA) should be used instead of eMoA, eAoA with SPICe+ (INC- 32)?

Ans.

Q.7 Can an approved name, reserved using Part A of SPICe+, from one Applicant ID at MCA portal be permitted to be filed in Part B of SPICe+ from other Applicant ID?

Ans. The same user login ID which was used for reserving the name has to be used for submitting and uploading SPICe+ and other linked forms.

Q.8 When the name gets approved in SPICe+ Part A, what is the process to fill Part B?

Ans. Click on ‘Mini Dashboard’ tab available against SPICe+ Part A SRN displayed on the Dashboard. This will enable the Part B section of SPICe+ form. SPICe+ facilitates on-screen filing and real time validation of data ensuring that the process of incorporation of companies is seamless.

Q.9 Zero Filing Fee” is applicable on which Companies for getting incorporated through SPICe+?

Ans. Companies getting incorporated through SPICe+ with an Authorized Capital up to INR 15,00,000 would continue to enjoy ‘Zero Filing Fee’ concession. Such companies will be levied with only stamp duty fees as may be applicable on state to state basis.

Q.10 Whether it is mandatory for every subscriber and/or director to obtain DSC at the time of incorporation?

Ans. Yes, 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.

Q.11 How many DIN’s can be applied through SPICE+ Form?

Ans. The individuals not having DIN can apply DIN through Spice + shall be less than or equal to 3.

** However, in case of Producer company, number of Directors who can apply for the DIN shall be less than or equal to 5.

Q.12 Which Banks are integrated through SPICe+?

Ans. At present, Punjab National Bank, ICICI Bank, SBI, Kotak Mahindra Bank, Bank of Baroda, HDFC Bank, INDUS IND Bank, UBI bank and Axis Bank have been integrated with SPICe+ for opening a Bank account.

Q.13 What is the process of generating INC-9 (Declaration by all Subscribers and first Directors)?

Ans. 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 have neither DIN nor PAN.

INC-9 shall get auto generated if (Total number of Directors + Subscribers) is less than / equal to 20 and all such subscribers and /or directors have DIN / PAN.

Q.14 Can physical copies of MoA/AoA be signed and attached with SPICe+ forms or is it mandatory to use eMoA and eAoA?

Ans. Yes. It is mandatory to use eMoA (INC-33) / (INC-13) and eAoA (INC-34)/ (INC-31) in following cases, where the number of subscribers are up to 7 –

a) Individual subscribers are Indian nationals

b) individual subscribers who are foreign nationals in case they hold valid DIN and DSC and also submit a proof of a valid business visa

c) Non-individual subscribers are resident of India.

** Physical copies of MoA/AoA are required to be signed and attached in case non- individual first subscribers are based outside India or individual foreign subscribers do not possess a valid business visa or any other scenario.

Q.15 What are the documents which are required while incorporating the Section 8 Company?

Ans. The following documents are required while incorporating Section 8 Company:

For Name Availability

a) Proposed name (use of word Foundation, Association etc. is mandatory for Section 8 company)

b) Main Objects of the company

For SPICE+ form–Application for Incorporation Certificate

a) Memorandum of Association if not submitted as Linked Filing in INC-13

b) Articles of Association If not submitted as Linked Filing in INC-31

c) PAN of the subscribers to the Memorandum (1stDirectors of the company)

d) Proof of ID and Address of the subscribers to the Memorandum.

e) Notarized Rent Agreement of the Registered Office.

f) NOC from the owner to use the premises

g) Utility bill of the premises, not older than last 2months

h) Declaration under form INC 15, from all the directors is included in INC-9

i) Declaration under Form INC 14by the Chartered Accountant is included in Spice + Form as a part of Declaration

Q.16 Whether a Section 8 Company can contain Micro Finance/Credit words in its name or object at the time of incorporation?

Ans. No

Q.17 Whether filing INC-12 is mandatory to incorporate Section 8/Part I Section 8 Company?

Ans. No, as substituted by the Companies (Incorporation) Amendment Rules, 2020 w.e.f. 15th February, 2020, license for Section 8/ Part I Section 8 Company shall be issued through SPICe+ form. Form INC-12 shall not be filed for obtaining license for a new Section 8 company.

Q.18 Which words are mandatorily to be used in the name of section 8 Company?

Ans. The proposed name of Section 8 company shall include any one of the words i.e. Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust, etc.

Q.19 Which NIC code is required to be selected in SPICe+ PART-A in case of application for incorporation is for a Section 8 Company?

Ans. The objects of a Section 8 Company can be the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object and for that preferably NIC code 86 i.e. (Health and Social Work)/94 i.e. (Activities of Membership Organisations) is

to be selected in SPICe+ PART A.