SPICe – Simplified Proforma for Incorporating Company Electronically (ease of Incorporation)

In this modern day and age, information technology plays a big role. However, if you’re not in the field of information technology yourself, you might not know just how information technology touches your life. In view of this Ministry of Corporate Affairs  (MCA) has come up with new rules for Incorporation of Company under Companies Act, 2013 with a simplified procedure (SPICe).

One window Clearance

Before this, when Promoters wanted to incorporate Company, they had to first apply for the DIN, Avaibility and Approval of the Name, Separate form for first Director, Registered office address, PAN, TAN, ESIC, PF, IEC and the list went on.

But this form is a single window for Incorporation of Companies.

This form can also be used for the following purposes:

• Application of DIN ( upto 3 Directors)
• Application for Availability of Name
• No need to file separate form for first Director (DIR-12)
• No need to file separate form for address of registered office (INC-22)
• No need to file separate form for PAN & TAN

However Separate form “RUN” is also available for application for reservation of name, the same shall be made through the web service available at ww.mca.gov.in by using RUN (Reserve Unique Name) along with fees as provided in the Companies (Registration offices and fees) Rules, 2014, which may either be approved or rejected (after one Re-submission, if required), as the case may be, by the Registrar, Central Registration Centre.

Following are the benefits of RUN services.

• Application for Two Unique proposed names.
• No DIN and DSC is required.
• One Re-submission is allowed.

Using SPICe Form INC-32, the following types of companies can be incorporated in India:

• Part I Company (As per Section – 366 of the Companies Act, 2013  For the purposes of this Part, the word “company” includes any partnership firm, limited liability partnership, cooperative society, society or any other business entity formed under any other law for the time being in force which applies for registration under this Part.)
• Section 8 Company
• New Company – Public, Private, or OPC. The company can also be of different categories like company limited by shares, company limited by guarantee or unlimited company.

To incorporate company through this form the normal fees levied shall be nil; however stamp duty shall be levied in accordance with size of Authorised Share Capital of the company.

E- Form INC – 33 and INC – 34 (MOA and AOA Preparation electronically)

Newly introduced electronic Forms INC – 33 and INC – 34 shall be linked forms for Form INC – 32. INC-33 and INC-34 contain a pre-drafted electronic version of a standard format of the Memorandum and the Articles of Association respectively (called the Charter Documents). With introduction of these forms, preparing physical memorandum and articles of the company is not required for incorporation of companies except Section 8 Company.

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

• Memorandum of Association– MOA in form INC-13 is required in case of Section 8 company (for other type of companies INC-33 is available as Linked form)
• Articles of Association–Applicable and mandatory only in case of Section 8 Company. (for other type of companies INC-34 is available as Linked form)
• Affidavit and declaration by first subscribers and directors.
• Declaration by Professionals (CA/CS/CWA).
• Proof of office address.
• Copies of utility bills (Electricity Bill/ Telephone Bill) which are not older than two months.
• Copy of approval in case the proposed name contains any words or expressions which require approval from Central Government.
• If the proposed name is similar with a registered trademark or 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.

However the current procedure for incorporation of a company is facing few limitations for incorporation through SPICe Form INC-32 (like; limited number of subscribers, Application for obtaining DIN (only upto three proposed Director) affixing of DSC of subscribers).

Having said that, SPICe Form INC-32 is surely an improvised version and formation of companies can be made with ease of incorporation. It has almost eliminated the lengthy and cumbersome procedure of formation of companies. Also, time required for complying with e-form DIR-12, INC-22, PAN-TAN etc. which lengthened the overall time for Incorporation or Registration is now reduced significantly.