As a part of Indian Government’s Ease of Doing Business initiatives, Ministry of Corporate Affairs (MCA) has notified & deployed a new Web Form known as ‘SPICe+’ (pronounced ‘SPICe Plus’) replacing the existing SPICe form. New form SPICe+ is notified for the incorporation of Companies and obtaining incidental registrations. All the new company incorporation has to be done by online filing of SPICe+ form. The additional forms that needs to be filed with SPICe+ are AGILE-PRO, SPICe+AoA and SPICe+MoA.
SPICe+
SPICe+ is also known as a Simplified Proforma for Incorporating Company electronically Plus. SPICe+ offers around ten services by three Central Government Ministries and Departments – Ministry of Corporate Affairs, Ministry of Labour and Department of Revenue (Ministry of Finance) and a State Government (Maharashtra). This Form is a unified web form with a single window for multiple services.
Services Offered By SPICe+
The new integrated web form offers following mentioned services: –
Part A –: Name Reservation (New Companies only)
Part B:
Company Incorporation
Application for DIN
PAN Application
TAN Application
GSTIN Application
EPFO Registration
ESIC Registration
Opening of Bank Account for the Company
Profession Tax Registration (only for Maharashtra)
For Incorporation of a company the applicant may either choose to submit Part-A for reserving a name first and then submit Part B for incorporation & other services or file Part A and B together in go for incorporating new a Company and availing the bunch of services as mentioned above. Incorporation applications (Part B) after name reservation (In Part A) can be submitted as seamless process in continuation to Part A of SPICe+.
In form Spice+ applicants will not be required to even mention the SRN of the approved name as the approved Name will be prominently displayed on the Dashboard and a click on the same will allow the applicant to proceed with the application through a hyperlink that will be available on the SRN/ application number in the new dashboard.
It should be noted that from 23rd February 2020 onwards, RUN service is applicable only for the ‘change of name’ of an existing Company and the new web form facilitate On-screen filing and real-time validation for seamless incorporation of companies. The approved name and related particulars as submitted in Part A would be automatically Pre-filled in all linked forms also viz., AGILE-PRO, eMoA, eAoA, URC1, INC-9 (as applicable). Check form and Pre-scrutiny validations (excluding DSC validation) will be done on the webform itself. After SPICe+ is filled entirely with all appropriate details, the same would have to be converted into a PDF format, with just a click of the mouse button, for further affixing DSCs on it. All digitally signed applications can further be uploaded along with the linked forms as per the existing process. Any changes to SPICe+ (even after generating PDF and affixing DSCs), can also be done by editing the web form application which has been saved, generating the updated PDF affixing DSCs, and uploading the same.
Registrations under EPFO and ESIC are compulsory for all new companies incorporated on or after 23rd February 2020 and no EPFO and ESIC registration nos. shall be separately issued by the respective agencies. On the other hand, registration for Profession Tax shall also be compulsory for all new companies incorporated in the State of Maharashtra w.e.f 23rd February 2020 also be mandatorily required to apply for the opening of Company’s Bank account through AGILE-PRO linked web form.
Declaration by all Subscribers and first Directors in INC-9 is auto-generated in PDF format and would have to be submitted only in electronic form in all scenario, except where:
(i) The total number of subscribers and/or directors is more than 20 and/or
(ii) Any such subscribers and/or directors hold neither DIN nor PAN.
AGILE-PRO-S
The existing AGILE form (INC-35) is now replaced with the AGILE – PRO web form. AGILE is an application for Goods and services identification number, Employees’ State Insurance Corporation registration, and Employees’ Provident Fund Organisation registration.
An application for incorporation of Company pursuant to Rule 38 of Companies (Incorporation) Rules, 2014, shall be accompanied by e-form AGILE-PRO (INC-35) containing an application for registration of the following numbers, which are as follows
- 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’s Registered Office is situated in the state of Maharashtra)
- Opening of Bank Account of Company (Mandatory)
- Shops and Establishment Registration
RUN Web Service
RUN stands for Reserve Unique Name. This web-based service is used to reserve the name of new Companies or for the change in the name of existing Companies. The type of entity and the proposed name for the Company are to be entered in case of reserving the name for a new Company. Reserved name shall be valid for twenty days from the date of approval of Name.
For an existing Company, the CIN/LLPIN is supplementary information to be entered in for the change of its name. Now, with the introduction of the SPICE+ and AGILE– PRO forms, the RUN web service will be available only for the change of name of the existing companies.
It is suggested to ensure that the proposed name selected does not contain any word which is prohibited/forbidden under the provisions of Section 4(2) & (3) of the Companies Act, 2013 also read with rule 8 of Companies (Incorporation) Rules, 2014. It is also requested to read and analyze Rule 8 of the Companies (Incorporation) Rules, 2014 in respect of any proposed name before applying for the same.
For Name Search: http://www.mca.gov.in/mcafoportal/showCheckCompanyName.do
Applicants are also requested to check the Trademark search to ensure that the proposed name is not in violation of provisions of Section 4(2) of the Companies Act, 2013, failing which it will be liable to be rejected by Central Registration Centre (CRC).
For Trade Mark Search: http://www.ipindia.nic.in/index.htm
Attachments Required
For SPICe+:
Memorandum of Association
Articles of Association
Declaration by first Director(s) and Subscriber(s) (Affidavit is not required in this case)
Proof of office address
Copies of utility bills that are not older than two months from the date of application.
Copy of certificate of incorporation of Foreign Body Corporate (if applicable)
A resolution passed by promoter Company
The interest of the first director(s) in other entities
Consent of Nominee (INC–3) (in case of OPC)
Proof of identity as well as the residential address of the subscribers to MOA & AOA
Proof of identity as well as residential address of the nominee (in case of OPC)
Proof of identity and address of Applicant of Directors
Resolution of unregistered companies (in case of Chapter XXI (Part 1) Companies) (if applicable)
Declaration in Form No. INC – 14
Declaration in Form No. INC – 15
Optional attachments (if any)
For AGILE-PRO:
Proof of principal place of business
Proof of appointment of Authorised Signatory for GSTIN (Either of the documents– Letter of Authorisation/Copy of Resolution passed by Board/ Managing Committee and Acceptance Letter)
Proof of Identity of Authorised Signatory for the opening of a Bank account
Proof of Address of Authorised Signatory for the opening of a Bank account
Specimen Signature of Authorised Signatory for EPFO
The declaration also requires certification by any one of the following professionals:
Chartered Accountant
Cost Accountant
Company Secretary
Advocate
The forms linked to SPICe+ are AGILE-PRO, SPICe+MoA and SPICe+AoA, URC-1 (if applicable), and INC-9. Part B of SPICe+ and linked forms can now be uploaded on the MCA portal. A Service Request Number (SRN) will be generated for making a payment towards Company incorporation.
Once the challan payment is made successfully, the forms would be processed. In a case where the forms need re-submission for any errors being identified upon its processing, the SPICe+ form has to be resubmitted by the user in the same manner.
Points to Remember
• Only two resubmissions are permitted for Spice+ Forms.
• In case of incorporation of Company having more than 7 subscribers, MOA & AOA shall be filled with Form INC-32 in the respective format as specified in Table A to J in Schedule I without filing form INC-33 and INC-34 as Physical attachment of MOA & AOA in e-form INC 32)
• In case of incorporation of a company where any of the subscribers to the MOA/AOA is signing at any place outside India, MOA & AOA shall be filled with Form INC-32 in the respective format as specified in Table A to J in Schedule I without filing form INC-33 and INC-34 as Physical attachment of MOA & AOA in e-form INC 32.
• Company has to pay Stamp Duty in case of incorporation of a Company with authorized Capital of Rupees 15 Lakh or below. As Stamp Duty is a state matter. Companies Act has given exemption from ROC fees, not for the payment of stamp duty.
• Maximum 3 (Three) DIN can be applied through the SPICE+ form. If the applicant wants to incorporate a Company with more than 3 Directors and more than 3 persons who don’t have DIN. In such an event applicant have to incorporate the Company with 3 Directors and has to appoint other directors later on after incorporation.
• Only one (1) Name can be applied through the SPICE+ form. In case of filing of e-form, due to non-availability of name form come for resubmission. In such an event, the applicant has to propose a new name and have to alter the name on all the attachments of the Form.
• Any modifications to SPICe+ (even after generating PDF and affixing DSCs), can be made up to 5 times by editing the web form application which has been saved, generating the updated PDF for affixing DSCs, and uploading the same.
• At present, Punjab National Bank, SBI, ICICI Bank, Kotak Mahindra Bank, Bank of Baroda, Union Bank of India, IndusInd Bank, and HDFC Bank are integrated with SPICe+ for opening the Bank accounts. Soon, more Public and Private Sectors Banks would also be integrated with SPICe+ for account opening. Suitable updates in this regard would be published on the MCA web portal and FAQs.
• First directors not having DIN/Subscribers having PAN shall associate (Register) their DSC under ‘Authorised Representative’ by providing their PAN. Once DIN is allocated to the first directors post-approval of SPICe+, DSC may be updated against DIN by using the ‘Associate DSC’ service as ‘Director’.
• For main Objects in Field 3(a), the character limit is 20,000 and for the furtherance of objects in Field 3(b), it is 1,00,000 characters.
• After receiving Certificate of Incorporation (with PAN indicated therein as allotted by the Income Tax Department) in case of non-receipt of PAN card, stakeholders may also check the status at www.TIN-NSDL.com
• In line with the provisions of Rule 9A of the Companies (Incorporation) Rules, 2014, an applicant can also apply for an extension of name reservation only before the expiry of the name reservation period. Therefore, ‘Extend’ shall be disabled in the following scenarios:
– after 20 days from date of name approval if the extension is NOT availed within the first 20 days; or
– where the extension of 40 days is availed by Stakeholder within the first 20 days of name reservation; or
– where the extension from 40 to 60 days is availed by Stakeholder within 40 days of name approval; or
– Where no request for an extension from 40-60 days is received before the expiry of 40 days.
• It is recommended to name the attachments with proper names. For example, If PAN is attached as a proof of identity then recommended the name of the attachment is “PAN – Proof of Identity”. This should be followed while attaching any attachment for filing SPICE+.
The initiatives taken by the Government over the last few years has considerably advanced the process of Company incorporation. Their aim for a seamless and fast procedure is now gradually turning into a reality. By making the best possible use of technology, a Company may now get incorporated in a matter of days, thus making millions of dreams a reality in an instantaneous way.
Disclaimer: The whole contents of this document have been prepared on the basis of relevant provisions and as per the information present at the time of its preparation. Though care has been taken to ensure the accuracy and reliability of the information provided. Users of this information are expected to refer to the relevant existing provisions of applicable Laws as on a particular date. I assume no responsibility for the consequences of use of the contents of this Article.
