In pursuance of Sections 4,7,12,152,153 of Companies Act, 2013 read with rules made thereunder the Ministry of Corporate Affairs (MCA) deployed the new WEB Form called SPICE+ (INC-32) for Incorporation of all Companies with effect from February 23, 2020. To register a Private limited company, a minimum of two members are required, in case of Public company, a minimum of seven members and in case of OPC one director and one nominee is required.

1. INTRODUCTION OF SPICE+

SPICE+ has been divided into Two Parts i.e. SPICE+ PART A which deals with the Name reservation for new Companies and SPICE+ PART B wherein all remaining details required for Incorporation of Company.

NOTE: SPICE+ PART A can either be submitted individually only for name reservation or can be submitted together with SPICE+ PART B for both name reservation as well as incorporation.

2. FORMS THAT REQUIRED TO BE FILED AS A LINKED FORM(S) WITH SPICE+

  • SPICE+ MOA (INC-33)
  • SPICE+ AOA (INC-34)
  • AGILE-PRO
  • INC-9

INCORPORATION PROCESS

STEP I: APPLY FOR NAME APPROVAL

  • The first step of getting a company incorporated is obtaining the approval of name by Filing SPICE+ PART A to Central Registrar Centre (CRC) (Maximum 2 name can be applied for at a time). Application fee shall be Rs. 1000/- per form for reservation of name by using SPICE+ PART A web form. (One re submission is allowed if the given names have been rejected by CRC).

NOTE: While filing SPICE+ PART A Web Form the Main division code for the industrial activity and main object of the proposed Company is required. Approved name is valid for a period of 20 days from the date of approval.

STEP – II: DOCUMENTS REQUIRED FOR INCORPORATION OF COMPANY FOR SPICE+ PART B:

After approval of name or for Incorporation of Company applicant have to prepare the following below mentioned Documents;

  • DIR-2 consent to act as Director along with Copy of Proof of Identity and residential address.(Self Executed)
  • Proof of Office address (Conveyance Lease Deed, Rent Agreement etc.);
  • Copy of the utility bill of Registered Address (not older than two months)
  • NOC from the owner of the property.
  • In case of subscribers/ Director does not have a DIN, it is mandatory to attach: Proof of identity i.e. Passport, Voter Id Card or Driving License and Proof of Residential Address i.e. Bank Statement or Copy of any Utility Bill (not older than 02 Months), Qualification, Occupation, Email Id, Phone No.
  • All the Subscribers should have Digital Signature.
  • Proposed company E-mail id and Phone No is also mandatory required.
  • PAN is mandatory in case of subscriber and director

In case proposed Company is OPC (One Person Company), it is mandatory to attach:

  • Consent of Nominee
  • Proof of Identity and residential address of Nominee

In case proposed Company is a Section 8 Company, it is Mandatory to attach:

  • Declaration in Form No. INC-14
  • Declaration in Form No. INC-15
  • Memorandum of Association (MOA)
  • Articles of Association (AOA)

STEP III: APPLICATION FOR PAN AND TAN:

By this Incorporation application we can file the PAN and TAN application. PAN & TAN shall be generate with Certificate of Incorporation.

For PAN & TAN application we need to fill the Area Code, AO Type, Range Code & AO No.. The details of which is available on the NSDL Website.

STEP IV- PREPARATION OF (SPICE+ MOA) AND (SPICE+ AOA)

The SPICE+ MOA and SPICE+ AOA have to be uploaded as “Linked Forms” to SPICE+

STEP V: APPLICATION FOR GST, ESIC, EPFO REGISTRATION, PROFESSIONAL TAX & OPENING OF BANK ACCOUNT:

The application for incorporation of a company under rule 38 shall be accompanied by e-form AGILE – PRO (INC-35) containing an application for registration of the following numbers, namely:

  • Goods and Service Tax Identification Number(GSTIN) (Optional)
  • Employees’ State Insurance Corporation (ESIC) (Mandatory)
  • Employees’ Provident Fund Organisation (EPFO) (Mandatory)
  • Professional Tax (Mandatory if Company Registered Office is in the state of Maharashtra)
  • Opening of Bank Account of Company (Mandatory)

NOTE:  The Bank Account Opening Facility is available currently only with the Punjab National Bank and ICICI Bank.

Attachments for the GST, ESIC, EPFO, Professional Tax Registration and Opening of Bank Account:

  • Proof of Principal Place of business i.e. Property Tax Receipt, Municipal Khata copy, Electricity Bill, Rent/ Lease Agreement, Consent Letter, Rent receipt with NOC (In case of no/expired agreement), Legal ownership document.
  • Proof of appointment of authorized Signatory i.e. Letter of Authorization, Copy of Resolution passed by BOD/ Managing Committee and Acceptance Letter (Maximum 100 KB size of document is allowed)
  • Attach Photo of proposed director and authorized signatory. (In .JPG Format only, The size of photo shall not exceed 100KB)
  • Proof of Identity and Proof of Address of Authorized Signatory for Opening of Bank Account
  • Specimen Signature Form of Authorized Signatory for Registration of EPFO.

NOTE: The form is digitally signed by the Proposed Director / Primary Owner who has signed the SPICe+ form. Both SPICe+ form and AGILE-PRO form shall be signed by same director who is also the authorized signatory.

SHORT SUMMARY OF FORM(S)

S. NO. FORMS REQUIRED ATTACHMENTS
1. * SPICE+ (INC-32) PART A There is no mandatory requirement to attach any document.

Further u can attach NOC (No Objection Certificate) from existing Company or other relevant documents to support the name application.

Note: The size of the file should not exceed 6MB.

*SPICE + (INC-32) PART B 1. DIR-2 – Consent to act as Director

2. Proof of Office Address

3.  Copy of Utility Bill (Not older than 02 Months)

4. NOC from the owner of property

5.  Copy of PAN

(All Subscribers/Directors)

6. Proof of Address

(All Subscribers/Directors)

7. Proof of Identity

(All Subscribers/Directors)

2. * SPICE+ MOA (INC-33)

&

* SPICE+ AOA (INC-34)

Once SPICE+ MOA & SPICE+ AOA is filled completely with all relevant details, the same would then have to be converted into pdf format for affixing DSCs. Thereafter digitally signed PDF application can be uploaded along with SPICE+ form as per the normal process.

Note: Changes/modifications to SPICE+ MOA/AOA (even after generating pdf and affixing DSCs), can be made up to five times by editing the same web form application which has been saved, generating the updated pdf affixing DSCs and uploading the same.

3. AGILE- PRO 1. Latest Passport size photo

(Authorized Signatory and Directors)

2. Proof of Principal Place of Business

3.  Proof of appointment of Authorized Signatory

4. Specimen Signature

5. Proof of Identity/Address proof

4. INC-9 INC-9 shall be auto-generated in pdf format and would have to be submitted only in electronic form in all cases, except where:

(i) Total number of subscribers and/or directors is greater than 20 and/or

(ii) Any such subscribers and/or directors has neither DIN nor PAN.

Disclaimer: The Article is based on the Relevant Provisions and as per the information existing at the time of the preparation. In no event I shall be liable for any direct and indirect result from this Article. This is only a knowledge sharing initiative.

Author Bio

Qualification: CS
Company: PURTI KOTHARI & ASSOCIATES
Location: Gurugram, New Delhi, IN
Member Since: 29 Apr 2020 | Total Posts: 2

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