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:
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.
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
4. AGILE- PRO; and
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.
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.
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: