Q.1 How many names can be applied for in SPICe (INC-32)?

Ans: Only one. However, for reservation of a name prior to filing SPICe (INC-32), you may use RUN service and then input the SRN of approved RUN into SPICe.

Q.2 Is INC-22 still required to be filed with SPICe?

Ans: It is not required to be filed with SPICe (INC-32) if a company is registered with the same address as the address for correspondence (in INC-32). In case the registered address is different, INC-22 is required to be filed within 30 days of its incorporation, for intimating the registered office address.

Q.3 What is the process for obtaining approved e-MOA (INC-33) and e- AOA (INC-34)?

Ans: The users may obtain approved e-MOA (INC-33) and e- AOA (INC-34) through certified copies facility available on MCA.

Q.4 Is it mandatory to use eMoA and eAoA? Can physical copies of MoA/AoA be signed and attached with SPICe forms?

Ans: Yes. It is mandatory to use eMoA (INC-33) and eAoA (INC-34) in case of the following:

– individual subscribers are Indian nationals

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

– non-individual subscribers based in India.

Physical copies of MoA/AoA is 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.

In case physical copies of MoA/AoA is required to be submitted, then eMoA/eAoA shall not be attached. Please refer FAQ Q.8 for more details.

Q.5 Whether eMOA (INC-33) and eAOA (INC-34) is to be filed with SPICe (INC-32) in respect of non-individual first subscribers who are based outside India?

Ans: No. In respect of non-individual first subscribers who are based outside India, pdf attachments of apostillised MOA and AOA shall be attached with SPICe (INC-32).

Q.6 Is a proposed Section 8/Part 1 Section 8 company required to file eMOA (INC-33), eAOA (INC-34) along with SPICe (INC-32)?

Ans: No. Section 8/Part 1 Section 8 companies are mandatorily required to file MOA and AOA as pdf attachments to SPICe (INC-32).

Q.7 Is a proposed Part I company required to file eMOA (INC-33), eAOA (INC-34) along with SPICe (INC-32)?

Ans: No. Part I companies are mandatorily required to file MOA and AOA as pdf attachments to SPICe (INC-32) along with form URC-1 which is to be filed as a linked form.

Q.8 Is PAN and AADHAAR mandatory?

Ans: Yes. The companies (incorporation) rules notified has liberalized many requirements in respect of Proof of Identity and Proof of residence in respect of Subscribers and Directors. The Companies (Incorporation) third Amendment Rules dated 27th July 2016 has relaxed the mandatory attachment of proof of identity and residence in respect of a subscriber having a valid DIN.

Q.9 What are the exceptional scenarios in which pdf attachments (MOA, AOA) should be used instead of eMoA, eAoA with SPICe (INC-32)?

Ans: The table below clarifies the specific scenarios in which the pdf attachments or electronic versions of MoA/AoA can be used with SPICe (INC-32):

S. No. Applicant Forms Filing
1 Non-Individual first subscriber based outside India SPICe (INC-32) with apostillised MOA and AOA as attachments
2 Non-Individual first subscriber based in India SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
3 Indian National being Subscriber other than director SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
4 Indian National being Subscriber-cum-Director SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
5 Foreign National being Subscriber other than director having valid DIN SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) alongwith Valid Business Visa to be submitted.
In case Business Visa is not available, apostillised MOA and AOA shall be attached and in such cases, eMOA (INC33) and eAOA (INC-34) are NOT acceptable.
06 Foreign National being Subscriber-cum-Director having valid DIN SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) alongwith valid Business Visa to be submitted.
In case Business Visa is not available, apostillised MOA and AOA shall be attached and in such cases, eMOA (INC33) and eAOA (INC-34) are NOT acceptable.
7 Foreign National being Subscriber-cum-Director not having valid DIN SPICe (INC-32) with apostillised MOA and apostillised AOA as attachments.

Note: In all the above mentioned cases, the maximum number of subscribers allowed shall be 7 for filing of SPICe form.

Stakeholders may kindly note that in case SPICe (INC-32) has been filed with linked filing of eMOA (INC33) and eAOA (INC-34) without attaching business visa as required under Rule 13 (5) (d) of the Companies (Incorporation) Rules, 2014, the form is liable to be rejected (Marked as Invalid and Not to be taken on record) without putting for resubmission.

Q.10 Can I attach MOA and AOA for few subscribers and form INC-33(eMOA) and INC-34(eAOA) for other subscribers for same company?

Ans: No. In case the proposed company is required to file MOA and AOA due to any of the above mentioned conditions, then SPICe (INC-32)shall be filed ONLY with MOA and AOA. In such cases, the proposed company is NOT required to file the eMOA and eAOA under any circumstances.

Q.11 Can SPICe be used for incorporation of producer companies?

Ans: Yes. SPICe is now the only form for incorporation of all types of companies. Hence, SPICe shall be used for incorporation of producer companies or Part I companies.

Q.12 If a body corporate is one of the subscribers/promoters, can DSC of an authorized Director be affixed?

Ans: Yes.

Q.13 In SPICe AoA (INC-34) if additional Article is required, how to enter the same?

Ans: SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles. .

Q.14 Can we enter the conditions of private company as required under Section 5 of the Companies, Act, 2013 in SPICe AoA(INC-34)?

Ans: Yes, SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles.

Q.15 Can we enter the names of first directors as required under Companies Act, 2013, in SPICe AoA (INC-34)?

Ans: Yes, SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles.

Q.16 What if there are more than seven subscribers to MoA and AoA?

Ans: SPICe form shall be filed with MoA and AOA as attachments in case of more than seven subscribers.

Q.17 In case of subscriber to the memorandum is a foreign national residing outside India, his signatures and address etc. shall be witnessed by a Notary Public/Embassy/Consulate offices of Embassies as per the Rule 13 of the Companies (Incorporation) Rules, 2014. In such cases, how the DSC of such a witness be affixed?

Ans: In such cases, SPICe (INC-32) shall be filed with manually signed and duly attested MoA and AoA.

Q.18 Is DSC mandatory for Subscribers?

Ans: Yes, DSC is mandatory for all subscribers and witnesses in eMoA(INC-33) and eAoA(INC-34). eMoA and eAoA shall be used only where the maximum number of subscribers do not exceed 7. In case the number of subscribers are more than 7, MoA and AoA shall be attached manually to SPICe and DSC is not mandatory in such cases.

Q.19 Whether subscribers’ photo is required in SPICe forms?

Ans: No. Subscribers’ photo is not required.

Q.20 How many resubmissions are permitted for SPICe forms?

Ans: Two.

Q.21 Can OPCs be incorporated using SPICe forms?

Ans: Yes.

Q.22 Can LLPs be incorporated using SPICe forms?

Ans: No.

Q.23 What are the different types of Part I companies can be incorporated?

Ans: Part I company can now be incorporated as Part I Section 8 Company/ Part I LLP to Company/ Part I Firm to Company.

Q.24 What is LLPIN and when does it have to be entered?

Ans: LLPIN is LLP Identification Number and it has to be entered only when an existing LLP wishes to convert itself into a company . Please note that in case of conversion of LLP to company, the proposed name shall be the name of the existing LLP except for the change in suffix ‘LLP/Limited Liability Partnership’. Also, State entered should be same as the State in which the registered office of LLP is situated.

Q.25 Is it mandatory to file INC-12 to incorporate Part I Section 8 Company?

Ans: No. License number for Part I Section 8 company shall be issued through SPICe form and Section 8 license number field shall not be displayed in such cases. Form INC-12 need not be filed for obtaining license number by a Part I Section 8 company..

Q.26 What is the word limit for writing objects in eMoA?

Ans: For main Objects (Field 3(a)), character limit is 20,000 and for furtherance of objects (Field 3(b)), it is 1,00,000 characters.

Q.27 Please clarify on attestation requirements in respect of foreign companies wanting to form a subsidiary in India?

Ans: Attestation requirements will be as per Rule 13 of the Companies (Incorporation) Rules, 2014.

Q.28 Is SPICe eMoA (INC-33) and SPICe eAoA (INC-34) to be uploaded separately?

Ans: SPICe eMoA and eAoA have to be uploaded as ‘Linked Forms’ to SPICe (INC-32).

Q.29 What if the subscribers to eMoA and eAOA are at different places as only one witness is provided?

Ans: eMoA and eAOA would be witnessed after all subscribers have signed as is happening presently.

Q.30 Is refund applicable if SPICe forms get rejected?

Ans: Yes.

Q.31 What is the maximum upload size of SPICe forms?

Ans: 6 MB.

Q.32 Can NIDHI Company be incorporated using SPICe forms?

Ans: Yes.

Q.33 Is it mandatory to apply for PAN and TAN along with SPICe(INC-32)?

Ans: Yes.

Q.34 What is the Fee payable for PAN and TAN?

Ans: For PAN-Rs.66 and TAN-Rs.65 becomes payable.

Q.35 How to apply for physical laminated PAN Card

The applicant can apply for physical PAN Card through Reprint of PAN Card facility from NSDL e-Gov portal.

Q.36 On approval of SPICe how PAN & TAN is communicated to the user?

Ans: On approval of SPICe forms, the Certificate of Incorporation (CoI) is issued with PAN and TAN as allotted by the Income Tax Department. An electronic mail with Certificate of Incorporation(CoI) as an attachment along with PAN and TAN is also sent to the user. Stakeholders may note that Finance Act, 2018 amended section 139A of the Income-tax Act, 1961 and removed the requirement of issuing PAN in the form of a laminated card. Hence, it is clarified that PAN and TAN mentioned in the COI issued by MCA shall also be treated as sufficient proof of PAN and TAN for the said company assessees.

Q.37 Whether fee towards PAN and TAN is payable separately?

Ans: No. A consolidated challan gets generated at the time of filing SPICe(INC-32) which shall contain applicable fee towards

(i) Form Fee

(ii) MoA

(iii) AoA

(iv) PAN

(v) TANAre AO codes for PAN and TAN different? Where can one find these AO Codes?

AO codes for PAN and TAN are different and can be found at links below. Please do not affix or suffix zeros to AO codes.

AO Codes for PAN

https://www.tin-nsdl.com/services/pan/pan-aocode.html

AO Codes for TAN

https://www.tin-nsdl.com/services/tan/tan-ao-code.html

Example:

AO code for PAN for Dilshad Garden area in Delhi is DEL W 64 1 while AO code for TAN Delhi is DEL W 391 1

Q.38 What is the mode of grievance redressal?

Ans: In case of technical problems i.e., form upload, pre-scrutiny errors, DSC related, payment related queries, please raise a ticket on www.mca.gov.in/myservices and await a resolution. You may also call up Corporate Seva Kendra at 0124-4832500 after 48 hours if ticket is not resolved. In case of resubmission / rejection remarks, please contact 0124-4832500 and select option 1 for CRC. For escalation you may send a mail to crc.escalation@mca.gov.in .

Q.39 What if an applicant for allotment of Director Identification Number (DIN) has been identified as a potential duplicate in SPICe?

Ans: If SPICe form is filed containing details of a DIN applicant who has been identified as a potential duplicate following message shall be displayed along with ‘Yes’ and ‘No’ options- “The system has identified applicant(s) <father’s name=””>as potential duplicate because the contents are matching with an already filed DIN application form. Please ensure that no DIN has already been allotted to the applicant. If you still wish to continue say ‘Yes’. Please note that DIN application shall be approved only after due verification by MCA “. If the user selects ‘No’, then the filing of eForm shall not be allowed.</father’s>

Q.40 How to enter an already approved name in SPICe form?

Ans: A name which has been approved using RUN service can be entered in SPICe against the field SRN of RUN. Based on the SRN entered, the Entity type, proposed name and any other relevant fields will be auto-filled by the system. Please use the same user login ID which was used for reserving the name for submitting and uploading SPICe, INC-12 and INC-24 forms.

Q.41 How to enter an already approved name in SPICe form?

Ans: A name which has been approved using RUN service can be entered in SPICe against the field SRN of RUN. Based on the SRN entered, the Entity type, proposed name and any other relevant fields will be auto-filled by the system. Please use the same user login ID which was used for reserving the name for submitting and uploading SPICe, INC-12 and INC-24 forms.

Q.42 What is the fee change in the SPICe form?

Ans: Fee liable to be paid along with the SPICe form may be classified as follows:

S. No. Description
I Filing fee for SPICe form
II Registration fee for MoA
III Registration fee for AoA
IV Filing fee for URC-1 (if applicable)
V Stamp duty as applicable for SPICe/ MoA/ AoA

I)   Fee for Integrated Incorporation Form

(a) In case of company having share capital

Nominal Share Capital Fee applicable
Up to 10,00,000 N/A
More than 10,00,000 Rupees 500

(b) In case of company not having share capital

Number of members Fee applicable
Up to 20 members N/A
More than 20 members Rupees 500

II) Registration fee for Memorandum of Association (MOA)

(a) In case of company having share capital

If fee payable on the authorized capital is exceeding Rupees two crore and fifty lakhs then the fee applicable shall be limited to two crore and fifty lakhs only.

 (b) In case of company not having share capital

Number of members Fee applicable
Up to 20 members N/A
More than 20 but up to 200 members 5,000
More than 200 members (If number of members not stated as unlimited in AOA) 5,000 + Rupees 10 for every member, after the first 200

The maximum fee payable to the Registrar for registration of a new company not having share capital is fixed at rupees 10,000.

III)   Registration fee for Articles of Association (AOA)

(a) In case of company having share capital

Nominal Share Capital Fee applicable
Less than 1,00,000 N/A
1,00,000 to 4,99,999 N/A
5,00,000 to 10,00,000 N/A
10,00,001 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600

(b) In case of company not having share capital

Number of members Fee applicable
Up to 20 members N/A
More than 20 members Rupees 200 per document

IV)   Filing fee for URC-1 (if applicable)

Shall be charged as per the form fee prescribed for URC-1.

V)   Stamp duty as applicable for SPICe/ MoA/ AoA

State wise stamp duty shall be charged as per the Stamp Duty Act.

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