SPICe: Does it add SPICE to the Incorporation of the Company

Chintan Mehuriya (Left) & Jaya Sharma-Singhania (Right)

1. Introduction:

Ministry of Corporate Affairs (MCA) has recently introduced SPICe Form INC – 32 which is a Simplified Performa for incorporating Company Electronically. SPICe Form INC – 32 can help incorporate a company with a single application for reservation of name, incorporation of the new company and/or application for allotment of DIN.

The Integrated Form INC-29 has been replaced with SPICe Form INC-32 and as such the Form INC-29 has been completely removed from the MCA portal. The SPICe Form INC-32 is very similar to Form INC-29, which also helps with fast track incorporation of a company in India.

Prior to May 2015, the incorporation of a company required one to fill up several documents, such as the DIR-3 for acquiring the Director Identification Number, INC-1 for obtaining name approval, INC-7 for registering a company with the Memorandum and Articles of Association and INC-22 for approval of registered office.

However, starting from May 1 2015, the Ministry of Corporate Affairs brought forward the INC-29 form for incorporation of companies.

With the SPICE initiative, and the introduction of INC-32, the approval time should be much shorter. This is because the new system facilitates the filing of Memorandum and Article of Association electronically.

This simplified & integrated process for incorporation of a company is done through

• Form No. INC-32,
• E- Memorandum of Association in Form No. INC-33 and
• E-Articles of Association in Form No. INC-34.

Ministry’s efforts towards providing greater Ease of Doing Business to stakeholders, Form SPICe (INC-32) will be revised w.e.f 21 January 2017 so as to *include the functionality of applying for Company PAN and first TAN (allotted by Income Tax Department) in the Incorporation form itself.

Applying for PAN / TAN will be compulsory for all fresh incorporation applications filed in the new version of the SPICe form on or after 23 January 2017.

Stakeholders may also kindly note that the revised version of Form SPICe (INC-32) will mandatorily require application for both PAN and TAN also. MCA21 system will auto generate the pre-filled application forms 49A (PAN) and 49B (TAN) after submission of SPICe, which the stakeholders will be required to download, affix digital signature and then upload both signed forms on MCA21 system as linked forms.

2. Key Features:

• DSC of Subscribers needed instead of physical sign.
• Date of signing MOA & AOA will be date of affixing DSC.
• DSC of witness needed. If no DSC, no SPICE procedure.
• The form will be processed at Registrar’s Office.
• Share Capital;
• Foreign subscriber having valid DIN can File INC 32.

3. Documents Required for SPICe Form INC-32:

The following documents must be filed with SPICe Form INC-32 for incorporation of company:

• Memorandum of Association – Applicable and mandatory only in case of Section 8 company or company with foreign subscribers not having DIN;

• Articles of Association – Applicable and mandatory only in case of Section 8 company or company with foreign subscribers not having DIN;

• Affidavit and declaration by first subscriber(s) and director(s) – Mandatory in all cases;

• Proof of office address;

• Copies of utility bills that are not older than two months;

• Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government;
• If the proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act, then it is mandatory to attach the trademark registration certificate or trademark application copy;

• NOC from the sole proprietor/ partners/other associates/ existing company;

• Proof of identity and residential address of the subscribers;

• Proof of identity and residential address of directors.

Following Companies will be Incorporate under SPICe

√ Incorporation of Seciton-8 Company.

√ Incorporation of Producer Company.

√ Private Company.

√ Public Company and

√ One Person Company.

4. Merits & Demerits

MERITS

DEMERITS

No need to reserve Companies Name prior to Incorporation. Even if companies have applied for name in INC-1, at point No. 5(a)(i) of INC-32 where it has been asked whether approval of name in form INC-1 has been taken, fill NO (this option was not available in INC-29). But it is advisable to file INC-1 first as only one name can be proposed in this form also (same as INC-29). E-MOA & E-AOA. In form INC-34, select the table applicable to you i.e. which table of AOA is applicable on you. Clauses will appear on the screen. The same can be altered or marked “Not Applicable”.

The biggest disadvantage in SPICE system is that the maximum number of subscribers can be seven only. In case of more subscribers, normal incorporation procedure has to be followed. Only one name of the company can be proposed. It is a bit costlier as DSC of all subscribers and witness is needed. For incorporation of producer, unregistered companies and companies being formed with more than 7 subscribers, a new version of INC – 7 shall be used.

5. Mandatory Attachments for the form:

• Affidavit and declaration by first subscribers and directors.
• Proofs of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts).
• A copy of the utility bills (not older than two months).

6. Conclusion:

Main Purpose of SPICe is to provide better Platform to the Professionals and remove difficulties in day to day business and make sure that the professionals will carry their business in smooth and efficient manner.

Bibliography: www.mca.gov.in