Introduction

As a part of the Ministry of Corporate Affair’s effort towards providing ease of doing business, SPICE forms were launched. With this continuous effort for the first time ever, India becomes among top 100^th country in terms of “Ease Of Doing Business Ranking” this year.  

In the similar line to simplifying the Incorporation procedure, few new changes have been made in the process. On 69^th Republic day of India Ministry of Corporate Affairs(MCA) has taken further initiative for ease of doing business in India.

Recent Changes in Incorporation Process

• Form INC-1 which was used for reserving the name of the proposed Company is substituted with RUN i.e. Reserve Unique Name which is new service through which name can be reserved without having Digital Signature Certificate (DSC).
• No resubmission of application is allowed in case of Reservation of Name and only one name can be mentioned unlike 6 names in INC-1.
• SPICE forms have been made mandatory for incorporation now with no requirement of DIN and DSC.
• Incorporation of Companies with Authorized Share Capital up to INR 10,00,000/- (INR Ten Lakhs) will be without payment of Registration fees i.e. ZERO FEES but this amendment will not have any impact on Stamp Duty, PAN & TAN fees and Name applied through RUN.
• Reserved name shall be valid only for 20 days in case of fresh allotment and 60 days in case of the name change.
• No need to file a separate form for PAN & TAN application.

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) and e-Articles of Association (AOA) i.e. Form INC-34 (SPICe-AOA).  INC-33 and INC-34 need 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 to the subscriber’s page. The user can download the certified copies of MOA and AOA at MCA website.

Documents need 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 than 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. An 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.

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.