CS Yashree Dixit

Ministry of corporate affairs came up with the new concept that incorporation of a new company with in one day. It is simplified procedure (SINGLE WINDOW FORM) to incorporate new company with Name reservation, DIN, PAN, TAN & CIN. In global scenario Now, It is easy way to startup business within single day.

Ministry of Corporate Affairs vide its notification dated 01st October, 2016 has amended the Companies (Incorporation) Rules, 2014 and brought out the Simplified Proforma for Incorporating Company Electronically (SPICe).

Rule38 Defined that Simplified Proforma for Incorporation of Company Electronically (SPICe) w.e.f. October 02, 2016, with this insertion the below forms are notified by the MCA:

Incorporation of a Company in eForm SPICe (INC-32), e-Memorandum of Association in eForm SPICe MOA (INC-33), e-Article of Association in eForm SPICe AOA (INC34). Now there is no  requirement to prepare physical MOA & AOA.

This is the ease of doing business with reduced time and fees. Integration of MCA21 system with Central board of direct tax (CBDT) for allotment of PAN and TAN at the time of certificate of incorporation of new company.

In this new act It is defined that there is no requirement of minimum paid-up capital, Commencement of certificate & Common seal is optional.

WHICH COMPANY COVERED UNDER eForm SPICe (INC-32):

The company having 7 or less subscribers it is compulsory to incorporate with eform SPICe (INC-32).

i. One Person Company

ii. Private Limited Company

iii. Public Limited Company

iv. Section 8 Company

v. Producer (Private) Company

vi Nidhi Company

Now there is no need to required file INC-1, 7, 8, 10. so only in one form the stakeholder can incorporate a company. However if the incorporation of any company i.e producer Public companies, unregistered companies and companies being formed with more than 7 subscribers, new version of INC-7 shall be used.

IMPORTANT POINTS TO BE NOTED IN eForm SPICe (INC-32):

– Maximum details of subscribers are Seven.

– Maximum number of directors cannot be more than 15 in number.

– Directors not having DIN cannot be more than 3 in number.

– Maximum Three directors are allowed for filing application of allotment of DIN while incorporating a Company.

– By affixation of DSC of the subscriber on the INC-33 (e-moa) date of signing will be appear automatically by the form.

– Applying for PAN / TAN will be compulsory for all fresh incorporation applications filed in the new version of the SPICe form.

– Time period for approval of DIN, Name and Incorporation will be altogether generally it takes 1-2 days.

– In case different correspondence address then INC-22, is required to be filed within 30 days of its incorporation, for intimating the registered office address.

– Foreign subscribers having valid DIN can file SPICe(INC-32) with eMoA(INC-33) and eAoA(INC-34) as linked forms. However, in case of foreign individual subscribers without a valid DIN, form INC-7 shall be used with physical MoA and AoA.

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

– 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, INC-7 shall be used and DSC is not mandatory in such cases.

– INC-8 is not required to attached because INC-32 required professional certification. SO, DSC of professional will also affix on the form.

-DSC of Director will be affix on form. {In case of director don’t have DIN then mention PAN No. of director at the place of affixing of DSC).

-In case of rejection of form, company can apply for refund of money by refund form.

– Only two re submission allowed & Size of e-form should not exceed 6 MB.

Attachment in SPICe (inc-32) form:

STEP-1 :  

– INC-9 Affidavit and declaration by first subscriber(s) and director(s)(with stamp paper of Rs. 20)

– Consent to act as Director In Form DIR-2 declaration from first Directors along with Copy of Proof of Identity and residential address.

– NOC for Registered office premises From Owner.

– Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts);

– Copy of the utility bills (electronic, gas, telephone that are not older than two months.)

– Declaration from the director non acceptance of Deposit.

– In case of subscribers/ Director does not have a DIN, it is mandatory to attach: Proof of identity and residential address of the subscribers.

– Certified true copy of No objection certificate by way of board resolution / resolution In case any of the director has any interest in the proposed company, then it is mandatory to attach.

– If the director/ Promoters are carrying on any P’ship firm, sole Proprietorship, or unregistered entity then Disclosure required for Interest in other entities.

STEP-2 :

-eMoA (FORM NO.INC-33) and eAoA (FORM NO.INC-34) have to be uploaded as ‘Linked Forms’ with SPICe (inc-32) form.

STEP-3 :-

Payment of form fees to Ministry of Corporate Affairs and also Pay Stamp Duty.

STEP-4 :

– SRN Generated for filling form (INC-32,33,34). NOW, signed and uploaded through Submit application for PAN and TAN. Upload form 49A & form 49B after affixing DSC.

– within two days of filling SPICe (inc-32) form 49A & form 49B Must be uploaded. If not uploaded within two days will be marked as “not to be taken on record”.

STEP-5 :– Receipt of Certificate of Registration/Incorporation from ROC. And get PAN and TAN Number.

(Author can be reached at Yashreedixit19@gmail.com)

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Category : Company Law (3412)
Type : Articles (14370)
Tags : Companies Act (1880) Companies Act 2013 (1653)

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