Process of Incorporation of Private Limited Company through SPICe+ and frequently asked questions (FAQ) on SPICe+

As part of Government of India’s Ease of Doing Business (EODB) initiatives, the Ministry of Corporate Affairs introduced a web based incorporation service called as SPICe+. SPICe+ is one stop solution for services offered by 3 (three) Central Government Ministry and Department (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and 2 (two) state government authorities (Maharashtra, Karnataka and West Bengal).

SPICe+ is divided in two parts as follows:

1. Part A:This part is used for reservation of name of proposed Company.

2. Part B:Through Part B of the Form SPICe+, the application shall be made for following services:

  • Incorporation
  • Allotment of DIN (Director’s Identification Number)
  • Mandatory issue of PAN
  • Mandatory issue of TAN
  • Mandatory issue of EPFO registration
  • Mandatory issue of ESIC registration
  • Mandatory issue of Profession Tax Registration (Maharashtra, Karnataka and West Bengal)
  • Mandatory Opening of Bank Account and
  • Allotment of GSTIN(if applied)

STEPS FOR FORMING A PRIVATE LIMITED COMPANY

Step I: Obtain Digital Signature Certificate (DSC)

As India is moving towards digitalization, the process of formation of Company is heading towards paperless and digital documents. All the first Directors and the first subscribers of the Company should have their Digital Signature. Digital Signature is required to sign incorporation documents electronically. 

Step II: Checking for valid DIN 

Before finalizing the panel of first Directors of the Company, it is very important to check whether the proposed first Directors have valid DIN or not. If none of the proposed Directors have valid DIN, we can apply for maximum of 3 (Three) DIN through incorporation forms.

Step III: Apply for reservation of name; 

Promoters can’t use any name as the name of their Company. The promoters have to check availability of their proposed name through the website of Ministry of Corporate Affairs (MCA portal). The proposed name should not be identical with the name of any existing company and shall be as per the provisions of the Companies Act, 2013. After checking the availability of the name, the promoters need to reserve the proposed name through Part A of SPICe+ service available at MCA portal.

In the name application, the promoters shall also give Summary of the objects to be pursued by the company on its incorporation. Two names can be proposed in the name application and if the names are denied by the authority then promoters can give two more names in resubmission of name application. The reservation of name is valid upto 20 days from the date of approval.

FAQs on Company Incorporation & Allied Matters

Note:

There are two parts of SPICe+ service of MCA, Part A and Part B. Part A is for name reservation and Part B is for application for incorporation. The promoters can also file Part B along with Part A but it is advisable to first file Part A, get the approval for proposed names and then file Part B because if the proposed names are not available then whole application shall be rejected.

Step IV: Apply for incorporation of the Company;

After reservation of name, the next step is to file web based Part B of SPICe+ with required documents. It may be noted that the Part B shall be filled on the MCA portal only.

The form shall have all the required information of first Directors, first subscribers and others. The Part B shall be go with electronically signed Memorandum of Association, Articles of Association, AGILE PRO, Declaration by Subscribers and First Directors (INC-9) and the all the required documents.

The application shall be as per the provisions of the Companies Act, 2013 and should be file within 20 days from the date of name approval. The stamp duty on the application shall be calculated as per the authorized share capital and shall vary from state to state.

The Part B shall also contain information for issuance of PAN, TAN. After preparation of the Part B, all the e-forms i.e. Part B, SPICe_MOA, SPICe_AOA, AGILE- PRO and INC-9 shall be downloaded from the MCA portal. After successful download, the forms shall be signed by the subscribers and a practicing professional (CS, CA, CWA, Advocate).

After certification of Part B, the forms need to be uploaded at the MCA portal in one go in the following sequence:

1. Part B

2. SPICe_MOA;

3. SPICe_AOA;

4. AGILE- PRO; and

5. INC-9.

Following documents shall be required to be submitted along with Part B:

1. Proof of Identity and proof of residential address of the subscribers who are also Directors having valid DIN

PAN Card and Aadhar Card. (PAN is not applicable if person is not Indian Citizen.)

2. Proof of Identity and proof of residential address of all other person

Proof of Identity: Voters Identity Card/ Passport/ Driving License

Residential address: Bank statements, Electricity Bill, Telephone Bill or Mobile bill not older than 2 months

3. Proof of registered office

It is recommended to attach Electricity bill along with Rent Agreement/ Lease Deed/ other Legal Ownership document/ No Objection Certificate.

4. Consent from Directors in form DIR-2, if proposed Directors have valid DIN;

5. Passport size photographs of proposed Directors;

6. Proof of authorization of authorized signatory for GSTN (if also applied for GST);

7. Specimen signature of authorized signatory.

Note: If subscribers and Directors are non-residents, documents shall be apostille.

If the application for incorporation is as per the provisions of the Companies Act, 2013 and with proper information and documents, the appropriate authorities shall issue the Certificate of Incorporation, PAN, TAN and other documents.

Frequently asked questions (FAQ) on SPICe+

Q. 1. Is it possible to incorporate a Private Limited Company with a residential address? 

Ans. Yes, a Private Limited Company can be incorporated with a residential address.

Q.2 What is the limit of obtaining DIN through SPICe+ and how to obtain DIN for rest of the Directors? 

Ans. Maximum number of 3 (three) DIN can be obtained from the SPICe+. If the proposed Directors are more than 3 (three), then DIN of the rest of the Directors can be obtained after incorporation.

FAQs on Incorporation of Company via SPICe+

 

Q.3 Are Voters Identity Card/ Passport/ Driving License and Bank statements, Electricity Bill, Telephone Bill, Mobile bill mandatory for Proof of Identity and Proof of resident respectively or we can use PAN and Aadhaar card? 

Ans. For the proposed Directors having valid DIN, only PAN and Aadhaar card are sufficient. For Directors and subscribers, Voters Identity Card/ Passport/ Driving License and Bank statements, Electricity Bill, Telephone Bill, Mobile bill are mandatory for Proof of Identity and Proof of resident respectively. 

Q.4 Voter ID is not as per PAN card, can we use such Voter ID? 

Ans. If there is minor mismatch in name as per PAN Card and name as per Voter ID, such voter ID can be used. Also, if surname is not available on Voter ID but available on PAN card, such voter ID can also be used.

Q.5 If any proposed subscriber doesn’t have Voters Identity Card, Passport, Driving License, what document can he/she use as a Proof of Identity?

Ans. If any proposed subscriber doesn’t have Voters Identity Card, Passport, Driving License, he/she can make a declaration stating the unavailability of documents stating his/her name as per PAN card.

Q.6 Is it mandatory to provide Bank statements, Electricity Bill, Telephone Bill, Mobile bill which is not older than 2 months? 

Ans. Yes, it is mandatory. For Foreign Citizens, the limit is 1 year.

Q.7 I don’t have any transaction in Bank account from more than 2 months but the Bank statement date is latest, can I use such Bank statement?

Ans. It is always advisable to make a latest transaction in Bank account and then apply/print the Bank statement.

 Q.8 What is the Time required to register a company?

Ans. Generally, it takes 2-10 days to get approval for the proposed name. After name approval, if all the documents and information provided in SPICe+ are as per the requirements, a Company may be registered within 1-10 days.

Q.9 Does a proposed Company need to pay Bank account opening charges at the time of Incorporation?

Ans. No fee shall be payable for opening of Bank account at the time of Incorporation. The promoters only need to select the name of preferred Bank in the Incorporation form. The process for opening of Bank Account shall be after the Incorporation.

Q.10 Is SPICe+ is compulsory for Incorporation? Can we Incorporate a Company following any other prescribed physical process? 

Ans. Yes, SPICe+ is compulsory for Incorporation. Also, there is no other process by which we can incorporate a Company other than SPICe+.

Q.11 How to reduce form size if there is no chance of reducing/limiting size of attachments?

Ans. The size of the form can be reduced or limit by following below steps:

a. Open any PDF file or right click any PDF file.

b. Select Edit > Preferences. The Preferences window is displayed.

c. Select Category: Signature. The Digital Signatures section is displayed.

d. Click “More” button under the Creation & Appearance section.

e. Uncheck “Include signature’s revocation status” option.

Q.12 What to do if the name gets approved and there is no option for proceed for Part B? 

Ans. Ideally, when the name gets approved, the ‘Proceed’ button gets enable in Part A which enable the Part B section. However, due to some technical problems, the ‘Proceed’ button may not get enable. In that case, you may raise a ticket through MCA portal and/or contact the Central Registration Centre (CRC).

Q.13 Is it mandatory to associate DSC’s at the MCA portal, even if the first Directors/subscribers do not have valid DIN? If yes, Under which role the DSC of the proposed Directors shall be registered? 

Ans. Yes, it is mandatory to associate the DSC’s of all the first Directors/subscribers even if they do not have valid DIN. The association of DSC shall be PAN based and DSC shall be associated under the role ‘authorized representative’.

Q.14 Is Professional Tax registration is mandatory for all Companies? 

Ans. No. The Companies, which are proposed to be incorporated in the State of Maharashtra, Karnataka and West Bengal, are required to take professional tax registration on mandatory basis.

Q.15 Is EPFO and ESIC registration through SPICe+ is mandatory for all Companies? 

Ans. Yes, EPFO and ESIC registration through SPICe+ is mandatory for all the Companies. However, after incorporation, the Company is not required to follow provisions of EPFO and ESIC if Company is within the limit prescribed in respective acts of EPFO and ESIC.

Q.16 The Address of the proposed registered office is not specific on the ownership proofs, in that case how to mention registered office address in SPICe+?

Ans. If the address contain in the ownership proof of the registered office is not specific ex. House number not there, in that case the address of the registered office should starts with the words C/o (name of owner of the premises)’.

Q.17 What are the common grounds for getting resubmission or rejection of SPICE+ application?

Ans. The application may be mark for resubmission or rejected on the following grounds:

  • Required Proof of Identity and residence are not provided. Not providing Voter ID/Driving License/Passport in case subscribers/Directors not having DIN is also a common reason for resubmission/rejection
  • NOC for the registered office does not contain name of the proposed Company;
  • The provided Bank statements do not contain a debit/credit entry of latest 2 months;
  • If main object of Moa is different from object mentioned in part A (Name Reservation);

Author Bio

Qualification: CS
Company: M Parashar & Associates
Location: Indore, Madhya Pradesh, India
Member Since: 01 Jan 2018 | Total Posts: 3
Mohit Parashar is a Company Secretary in practice and proprietor of M Parashar & Associates. His expertise lies in assisting the entrepreneurs to choose correct business model and assist them to register their business along with managing their compliances through Company Secretaries, Chartered View Full Profile

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6 Comments

  1. Mayur says:

    Hi,
    If proposed director does not have
    Voter/DL/passport
    what kind of declaration to be given ? Any specific declaration ?

    1. MohitParashar says:

      Hi,

      There is no any specific kind of declaration. Make a declaration on plain paper stating that “proposed Director does not have Voter ID/Driving License/ Passport as ID proof as required mandatory as ID proof for the incorporation of the Proposed Company”.

  2. Narasimhan says:

    Sir,

    There are lots of wrong information in this article.

    Passports are not being accepted as address proof
    Driving Licence not accepted as address proof
    Voters’ ID not accepted as any kind of proof at all.

    These blokes sitting in the MCA centralized processing unit do not understand at all. They accept Gas delivery receipt as address proof but not passport. The address in the passport is verified by the police department and certified by an IPS officer. That is not accepted but a Gas delivery receipt – you can pay Rs. 100 to the delivery boy as tips and obtain the receipt – that is accepted.

    Funny fellows

    1. MohitParashar says:

      Hello Narasimhan Ji,

      Thanks for providing your valuable feedback.

      At the outset, we deny your allegation i.e. ‘There are lots of wrong information in this article’.

      Also, kindly note the following reply on your feedback:

      1. Feedback – Passports are not being accepted as address proof
      Reply: As per our Article, Passport is required as a Proof of Identity not as a proof of residential address.

      2. Feedback – Driving Licence not accepted as address proof
      Reply: As per our Article, Driving Licence is required as a Proof of Identity not as a Proof of Residential Address.

      3. Feedback: Voters’ ID not accepted as any kind of proof at all
      Reply: Kindly note that Voter ID cards are being accepted as a Proof of Identity.

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