Introduction

As a part of the Ministry of Corporate Affair’s efforts towards providing ease of doing business SPICe[1] form i.e. INC-32 were launched in October, 2016. With SPICe form the Company can be incorporated in 1 or 2 days. This is major initiative in the direction of Ease of Doing business in India.

SPICe form has a unique feature for provision of name. The applicant can obtain the name and then can proceed with incorporation of company having less chances for rejection or resubmission. SPICe provides following facilities:-

1. Application for Director Identification Number (DIN)
2. Provision for Name availability
3. Incorporation of Company
4. Application for PAN
5. Application for TAN
6. Registration for ESIC

Now INC-7 will be applicable only for incorporating Part 1 companies and companies with more than seven subscribers. For incorporating OPCs, Private Limited Company, Public Limited Company, Section 8 Company and Producer Company SPICe forms are mandatory.

Procedure for filing

The application for incorporation of a company must be submitted in SPICe i.e. Form INC-32 along with e-Memorandum of Association (MOA) i.e. Form INC-33 (SPICe-MOA)[2] and e-Articles of Association (AOA) i.e. Form INC-34 (SPICe-AOA)[3].  INC-33 and INC-34 needs to be filed as a linked form with INC-32.

The subscribers and witness or witnesses shall affix their digital signatures to MOA and AOA. The user can add, modify, delete any clause in the e-MOA and e-AOA. The subscriber’s photo is not required to be affixed on the subscriber’s page. The user can download the certified copies of MOA and AOA at MCA website.

Documents needs to be attached with SPICe Form

1. Memorandum of Association -Applicable and mandatory only in case of Section 8 company (INC-13) or company with foreign subscribers not having DIN
2. Articles of Association -Applicable and mandatory only in case of Section 8 company (INC-31) or company with foreign subscribers not having DIN
3. Affidavit and declaration by the first directors and subscribers- Mandatory in all cases
4. Proof of Office address
5. Copies of utility bill for the premise not older then the two months
6. In case proposed name require approval of Central Government then attach copy of approval
7. If the proposed name is based on registered trademark or is subject matter of an application pending for registration under the Trade Marks Act then it is mandatory to attach approval of owner of the Trademark
8. No Objection certificate from the owner in case of leasehold premises.
9. Proof of Identity and address for the directors and subscribers
10. Consent of nominee in case of One Person Company
11. Interest of first directors in other entities

Declaration from Professional

SPICe form needs to be certified by the Professional (Chartered Accountant/ Company Secretary/ Cost Accountant/ Advocate) who has engaged in the incorporation of the Company. The digital signature of professional must be affixed in the form declaring that all the information presented in the form are correct.

Recent Changes in SPICe Form[4]

The SPICe form will be revised from January 21, 2017 to include the functionality of applying for PAN and TAN of the Company. Applying PAN and TAN will be mandatory for all fresh application filed after January 30, 2017. MCA21 will automatically generate the pre-filled form 49A i.e. PAN application and 49B i.e. TAN application after submission of SPICe form. The user will be required to download form 49A and 49B, affix DSC and then upload both signed forms on MCA21 system as linked forms. New version of SPICe forms will be processed only after Form 49A and 49B are duly signed, uploaded and payment is confirmed as MCA website.

PAN will be printed in Certificate of Incorporation of the Company and TAN will be communicated to the user by an email.

Conclusion

Despite of the fact Indian economy is growing at the positive rate, our country ranked at 155[5] by World bank in terms of doing business. The ranking is given based on criteria like procedures, time, cost and minimum capital to open a business. Obviously higher ranking indicate simple regulations and procedure of businesses.

Incorporating a Company in India takes on an average 10-15 days starting from applying from DSC till applying for PAN. This is the major initiative in the direction for simplifying the procedure, reducing the compliance and reducing the time lag for incorporation of the Company.

Disclaimer

The information/articles on this blogs are provided purely for informational and educational purposes only and are purely based on my understanding. They do not constitute as legal advice or opinion. The information/articles are intended but not promised or guaranteed to be current, complete or up-to date and should be taken as a legal advice or an indication of future results. You are advised not to act or rely on any information/article without first seeking advice from Practicing Professional.

 

[1] http://www.mca.gov.in/MinistryV2/companyformsdownload.html

[2] http://www.mca.gov.in/MinistryV2/companyformsdownload.html

[3] http://www.mca.gov.in/MinistryV2/companyformsdownload.html

[4] http://www.mca.gov.in/MinistryV2/homepage.html

[5] http://www.doingbusiness.org/data/exploreeconomies/india