Ministry of Corporate Affairs in February, 2022 launched a new Version 3 for LLP forms thereby shifted LLP filing to a new portal. In August, 2022, certain Company forms (Charge, Deposit, DIN KYC etc) were also shifted to Version 3 and now on 23rd January, further 56 Company forms including 10 incorporation forms were shifted to Version 3. As of now, only annual filing forms are available on Version 2 and these will also migrate to new Version soon.
Version 3 has brought many changes in filing, registration, DSC association etc. which are given below-
A. Every stakeholder i.e. Director/Professional/Authorized Representative/Subscriber to Memorandum has to mandatorily create his/her user registration on Version 3.
1. If individual does not have DIN, he/she has to register under the REGISTERED USER category. This category includes Manager/Secretary of Company/ Subscriber to Memorandum etc.
2. If individual possess a valid DIN, he/she has to register under the BUSINESS USER category.
B. Every stakeholder i.e. Director/Professional/Authorized Representative/Subscriber to Memorandum has to mandatorily register his/her Digital Signature on Version 3.
C. Company can create its own login under BUSINESS USER category and file its forms.
CHANGES/AMENDMENTS BROUGHT IN THE FORMS:
1. SPICe+ Part A (Name application)-
- 5 digit NIC Code, 2008 are introduced.
- Applicant can fill/select maximum 3 codes while applying for name of the Company.
2. SPICe+ Part B (Incorporation)-
- Earlier, Section 8 Companies were required to attach physical copy of Memorandum & Articles with Company incorporation forms. However, Version 3 has introduced a facility of e-MOA (INC-13) & e-AOA (INC-31) for Section 8 Companies.
- Earlier, Nominee of One Person Company (OPC) had to sign and submit physical copy of Form INC-3 (consent to act as Nominee of OPC). However under Version 3, e-INC 3 will be linked to incorporation application and Nominee has to sign the said form digitally using his/her Digital Signature.
- Nominee of OPC has to register himself/herself under the REGISTERED USER category.
- Earlier, subscribers of Section 8 Company were required to give physical declaration in Form INC-15 regarding compliance of provisions of the Companies Act. Under Version 3, requirement of physical declaration is removed and said declaration is made a part of e-INC 9.
- Earlier, Professionals were required to give physical declaration in Form INC-14 regarding compliance of provisions of Section 8 of the Companies Act for incorporation of non-profit Company. Under Version 3, requirement of physical declaration is removed and said declaration is made a part of incorporation form itself.
3. URC-1 (Companies authorized to register under Part I)-
- Attachment of physical copy of members’ consent/declaration/affidavit is removed and is made a part of e-INC 9 declaration itself.
- Attachment of physical copy of Directors’ affidavit/declarations is removed and is made a part of e-INC 9 declaration.
4. DIR-12 (Changes in the Directors of the Company)-
- Following new categories were added for filing the form-
A. Company is a ‘management dispute Company.’
B. Appointment of Director due to disqualification of all existing Directors.
C. Appointment of Director by Liquidator/Insolvency Professional/Insolvency Resolution Professional.
Earlier in case of disqualification of all the existing Directors, Company was required to approach ROC office for the appointment of 1 Director through back end which was a time consuming process. Now if all the existing Directors are disqualified, Company can appoint a Director using Digital Signature of Promoter Shareholder. Appointment by ROC through back end is removed.
- Earlier, DIR-2 (consent of the applicant to act as Director) was required to be signed by the applicant and attached with Form DIR-12. However under Version 3, DIR-2 consent is made a part of e-Form itself.
- Details of interest of person to be appointed as Director in all other entities are to be filled in the form itself.
- Under Version 3, Form DIR-12 needs to be signed by 3- Applicant to be appointed as Director, any 1 Director of the Company, Practising Professional.
5. MGT-14 (Filing of Special Resolutions & Agreements)-
- e-MOA & e-AOA has been introduced as linked forms against physical signed MOA & AOA.
- In case of change in objects of the Company, NIC codes are introduced thereby making it easier to select the appropriate codes.
- Following forms are to be approved instantly as against earlier conditional approvals-
A. Conversion of Company limited by guarantee to Company limited by shares.
B. Conversion of unlimited liability Company to limited liability Company.
C. Alteration of Memorandum for change of name of the Company.
- Certain sections of IBC relating to voluntary liquidation/winding up/insolvency are added.
- Since the sections of IBC are added, now Liquidator/Insolvency Professional/Insolvency Resolution Professional can also sign the forms on behalf of Company.
6. INC-20A (Business commencement)-
- Company has to attach the photograph of external building of registered office along with internal photo of Company office with Director signing the form.
- Earlier, Companies were required to attach a copy of bank statement as a proof of deposit of share subscription money by subscribers in Company’s bank account. However under Version 3, following details of deposit of share subscription money are to be entered in the form itself-
A. Name of the subscriber
B. Name of subscriber’s bank from which share subscription amount is debited
C. Subscriber’s bank account number
D. IFSC code of Subscriber’s bank
E. Date of credit of money in Company’s account.
7. INC-22 (Shifting of Registered Office)-
- While shifting the registered office from one place to another, details of longitude and latitude are to be entered.
- If Company is shifting its registered office from one ROC to another ROC or from one State to another State, reference of the order of competent authority in e-Form INC-28 is to be given. No need to attach the copy again.
8. PAS-3 (Return of allotment of shares)-
- If Company is issuing shares under private placement/preferential allotment/shares at premium or shares to foreigners, details of registered valuer who has issued a valuation report are to be entered in the form.
- Earlier, Companies were required to give list of allottees as separate attachment to the form. However under Version 3, Company has to fill up the details of allottees in excel sheet linked to the form itself.
9. SH-7 (Alteration in authorized share capital of the Company)-
- Earlier, this form was subject to approval of ROC. However under Version 3, form will be instantly approved if Company is increasing its authorized share capital independently.
- Earlier, Companies were required to attach signed copy of amended Memorandum in case of increase in authorized share capital. However in Version 3, e-MOA will be linked with form SH-7. No need to attach physical copy of amended MOA.
10. INC-28 (Filing a copy of competent authority with ROC)-
- Form is made for non-conditional approvals in certain cases from existing conditional approval by ROC.
- Details Liquidator/Insolvency Professional/Insolvency Resolution Professional are added and they can sign this form on behalf of Company in case of liquidation/winding up/insolvency.
Version 3 is basically introduced with a view to reduce the paperwork, attachments & more transparent disclosure requirement. This will ensure better compliance and more transparency.
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