Incorporation of Company through SPICE+ with effect from the 23rd February, 2020 introduced by MCA to promote Ease of Doing Business in India By Ekta Wadhwani


Applicable Section:

In pursuance of sections 4, 7, 12, 152 and 153 of the Companies Act, 2013 read with rules made thereunder

About Form:

Web form SPICe+ (INC-32) deals with the single application for reservation of name, incorporation of a new company and/or application for allotment of DIN and/or application for PAN and TAN. This eForm is accompanied by supporting documents including details of Directors & subscribers, MoA and AoA etc. Once the eForm is processed and found complete, company would be registered and CIN would be allocated. Also DINs gets issued to the proposed Directors who do not have a valid DIN. Maximum three Directors are allowed for using this integrated form for filing application of allotment of DIN while incorporating a company other than a Producer company. In case of a Producer company, maximum of five directors are allowed to apply for allotment of DIN. Also PAN and TAN would get issued to the Company.


Features:

1. SPICe+ has been divided into two parts viz., SPICe+ Part A and SPICe+ Part B.
2. SPICe+ Part A represents the section wherein all details with respect to name reservation for a new company has to be entered.
3. SPICe+ Part B represents the section wherein all remaining details required for incorporation of a company has to be entered.

Note: SPICe+ Part A can either be submitted individually ONLY for name reservation or can be submitted together with SPICe+ Part B for both name reservation as well as incorporation.

In case SPICe+ Part A is submitted individually for name reservation, Part B and all other linked forms shall be enabled only after the SRN of SPICE+ Part A is ‘Approved’ i.e. the name is reserved

‘SPICe+’ ( pronounced ‘SPICe Plus’) has been introduced through Companies (lncorporation) Amendment Rules, 2020 with effect from the 23rd February, 2020 replacing the existing SPICe form as part of Government of India’s Ease of Doing Business (EODB) initiatives thereby saving as many procedures, time and cost for Starting a Business in India.

Further AGILE-PRO form has been introduced in place of AGILE form, for filing an application for registration of Goods and Service Tax Identification Number (GSTIN), Employee State Insurance Corporation (ESIC) Registration, Employees' Provident Fund Organisation (EPFO) Registration, Profession Tax Registration and Opening of Bank Account.

It is an integrated web form that facilitates on-screen filing and real time data validation for seamless incorporation of Companies. It is divided into two parts viz.: Part A-for Name reservation for new companies and Part B offering a bouquet of services.

SPICe+ would offer 3 services by Central Govt Ministries & Departments and 1 services by State Government

  • Ministry of Corporate Affairs (Incorporation, DIN allotment, Appointment of Director etc);
  • Ministry of Labour (EPFO registration, ESIC registration);
  • Department of Revenue in the Ministry of Finance (GST Registration) and
  • Maharashtra State Government (Issue of Profession Tax Registration)

Part-A of SPICe+ offers service of Reservation of name of the Incorporating Company (As per Rule 9 of Companies (Incorporation) Amendment Rules, 2020) as earlier provided through RUN. One can apply for 2 names maximum through a form. No Significance is required. From 23rd February 2020 onwards, RUN service would be applicable only for ‘change of name’ of an existing company.

An Attachment can be attached in the Part-A like No Objection Certificate only when the proposed name requires the approval of Sectoral Regulator etc

New fields introduced in Part-A are:

  • Type of company
  • Class of company
  • Category of company
  • Sub-Category of company
  • Main division of industrial activity of the company
  • Description of the main division.

Part B of SPICe+ offers following services:

  1. Incorporation
  2. DIN allotment(application for maximum 3 DINs can be made)
Note:For the proposed directors having DIN, KYC norms would not be applicable and no other proof of identity or residential proof shall be required.
  • Appointment of Director (Maximum 3 Directors can be appointed) {In case of a Producer company, maximum of five directors are allowed to apply for allotment of DIN}
  1. Registration of Registered Office
  2. Mandatory issue of PAN
  3. Mandatory issue of TAN
  • Mandatory issue of EPFO registration
  • Mandatory issue of ESIC registration
  1. Mandatory issue of Profession Tax registration (Maharashtra)
  2. Mandatory Opening of Bank Account for the Company and
  3. Allotment of GSTIN (if so applied for).
  • EPFO registration is generally mandatory for all establishments with 20 or more employees.
  • ESIC registration is generally mandatory for all establishments with 10 or more employees.
  • No EPFO & ESIC registration nos. shall be separately issued by the respective agencies if not applied for at the time of Incorporation in AGILE-PRO Form (if Registration applicable).
  • Profession Tax Registration is levied by the State Government for all types of Income whether from Business, Profession or Employment. Every employer is required to register for the same within 30 days from commencement of Business and to deduct tax from salary.
  • All new Companies incorporated through SPICe+ (w.e.f 23rd February 2020) would also be mandatorily required to apply for opening the Company’s Bank account through the AGILE-PRO linked web form. No fees shall be payable for Bank Account Opening.
  • Presently Punjab National Bank has been integrated with SPICe+ for opening a Bank account. Gradually many Public and Private Sectors Banks would also be integrated with SPICe+. Suitable updates in this regard would be published on the MCA portal and FAQs.

IMPORTANT POINTS REGARDING FILLING OF SPICE+ FORM:

  • It is an after login service. Therefore one must have login id on MCA to avail this option.
  • It is not necessary to file for both the parts in one go. One may first apply for the name only by filing Part-A details, on submission of which an application number will be generated. Further, on approval of Name of proposed Company Part-B can also be filled even without entering the application Id or SRN as the approved name will appear on the dashboard, we have to simply click on the application id against the approved name and form will open for filing the details of part-B. But Part-A and Part-B of the Form shall be filed through same login id.
  • In case SPICe+ Part A is submitted individually for name reservation, Part B and all other linked forms shall be enabled only after the SRN of SPICE+ Part A is ‘Approved’ i.e. the name is reserved.
  • Two names can be proposed in case application is being made ONLY for name reservatione. if SPICe+ Part A is submitted individually. In case complete SPICe+ is being submitted for name reservation as well as incorporation, only one name can be proposed.
  • If only Part-A is to be applied then after filling all the details in Part-A, we have click of ‘Submit’ button, and confirming for application of name reservation user shall be taken to the payment page for making the payment and SRN shall be generated.
  • The approved name and related incorporation details as submitted in Part A, would be automatically pre-filled in all linked forms also viz., AGILE-PRO, eMoA, eAoA, URC-1, INC-9 (as applicable).
  • Information once entered can be saved and modified in form. All Check form and Pre-scrutiny validations (except DSC validation) will happen on web-form itself. DSC validation will happen at upload level.
  • All the details required to be filled in SPICE+ Part-B is almost same as the previous Form SPICE, the only difference is that the SPICE+ Form is Web Based form. On entering all the relevant data and attaching all the attachments, Pre scrutiny check is done. On successful pre scrutiny we have to click on submit button finally to save all the details. After which we can download the SPICE+ Form by clicking on the download button to affix DSC. As for DSC affixation form needs to be converted in pdf format.
  • Changes/modifications to SPICe+ (even after generating pdf and affixing DSCs), can be made up to five times by editing the same web form application which has been saved, generating the updated pdf affixing DSCs and uploading the same.
  • Similarly e-MOA, e-AOA, AGILE-PRO shall be filled in the web-format only. After which CHECK FORM button has to be clicked for pre scrutiny check. Users need to SAVE the data after successful check form and at last SUBMIT, which will make the form available for download.
  • INC-9 shall be auto-generated in pdf format and would have to be submitted only in electronic form in all cases, except where:
  • Total number of subscribers and/or directors is greater than 20 and/or
  • Any such subscribers and/or directors have neither DIN nor PAN.
  • After affixing DSC on all the forms SPICE+ form shall be uploaded with e-MOA, e-AOA, AGILE-PRO, URC-1 (in case of conversion of LLP/ Partnership Firm/ Trust or Society into Company), INC-9 (as applicable) as linked form then payment for the same shall be made.

Note: Affidavit is not required to be attached by first subscriber(s) and director(s).

Sequence of uploading the linked forms shall be
:

SPICe+---->e MOA[if applicable] ----> e AOA[if applicable] ----> URC-1[if applicable] ---->AGILE-PRO[mandatory in all the cases] ---->INC-9[if applicable]

  • In case of the below-mentioned exceptions, MoA and AoA shall always be attached under the Attachments section of SPICe+form (INC-32).
  1. Section 8 company selected in field 1 (a) or
  2. all or any of the non-individual first subscribers are based outside India or
  3. Part I Section 8 company selected in field 1 (a) or
  4. Number of subscribers entered in the field 8(a) ‘Total number of first subscribers (non-individual + individual)’ are more than seven
  5. Individual foreign subscribers do not possess a valid business visa
  • Attachments: Only one file is allowed to be uploaded in Part-A and the size of the file should not exceed 6MB.

Where both Part-A and B are filed together then the total size of the form shall not exceed by 6MB

  • Resubmission of applications for Company name reservation and/or incorporation shall also be handled through the application number/Name applied for link on the new dashboard. A hyperlink will be available for the SRN/application number, so as to enable easy resubmission, wherever required.

On submission of form SPICE+ if Registrar finds that it is necessary to call for further information or finds such application to be defective or incomplete he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

If on resubmission registrar still finds that the document is defective or incomplete he shall give one more opportunity of fifteen days to remove such defects or deficiencies.

Therefore, 2 chances for resubmission are given for the SPICE+( whereby both Part-A and B are filed together) form but the total period for re-submission of documents shall not exceed thirty days.

  • On approval of SPICE+ Form the Certificate of Incorporation of company shall be issued by the Registrar in Form No. INC-11.
  • Fees for the form

Fee Rules S. No.

Purpose of the form

Fee applicable

1.

SPICe+ Part A – Only Reservation of name

Rupees 1,000

2.

Form SPICe+ (INC-32) – Reservation of name and Incorporation

As per the Companies (Registration offices and Fees) Rules, 2014  

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