SPICE Companies Act, 2013 Guide

The Ministry of Corporate Affairs has taken another bold initiative in Government Process Re-engineering (GPR) and launched Simplified Pro-forma for Incorporating Company Electronically (SPICe) e-Form, which are in line with international best practices.

SPICe’s Main features are as follows: -

1.             Simplified and completely Digital form for Company Incorporation

2.   Standard format of e-Memorandum of Association and e-Articles of Association as per Companies Act, 2013

3.        Memorandum and Articles will now be filed as linked e-forms (except for Section 8 companies)

4.             Provision to apply for Company Incorporation with a pre-approved Company Name

5.             Mandatory DSCs of Subscribers and Witnesses (max 7+1) in SPICe MOA and SPICe AOA

6.             Back Office productivity gains due to faster review of e-MOA and e-AOA by approving authories.

Existing INC-29 and INC-7 will be phased out and SPICe will be the Sole, Simplified & Versatile form available for incorporation of a company in India.

The main feature of In INC-32 is in point No. 5(a)(i) of INC-32 Form, there is a option “Whether Name is already approved by Registrar of Companies” Company has to select  Yes or No in this Option. 

If you select Yes (Means Company has got name approval in INC-1) then mention the SRN of such INC-1. 

If you select No, in that case name is not approved by INC-1 then mention the name and significance as we were applying in INC-29.

"Everything you need to know about SPICe”

Bold Step is taken by Ministry of Corporate Affairs through a notification dated 01^st October, 2016 for incorporation of companies by introducing a new e-Form under the SPICe (Simplified Proforma for Incorporating Company Electronically) by filing an online application form-INC-32, in addition to the Memorandum of Association (in e-form-INC-33) and Articles of Association, (in form INC-34)

Visit the Link For Circular...!!!

http://www.mca.gov.in/Ministry/pdf/CompaniesIncorporationFourthAmendmentRules_01102016.pdf

What do you mean by SPICe ?

This is the steps which cover the digitization of Company Incorporation Procedure and reduced the Paper Work.

SPICe means Simplified Proforma for Incorporating Company Electronically. This is nothing but only digitization the Process of Incorporation of Company. As per the notification, MCA has notified simplified integrated process for incorporating a company in E-form INC-32 along with Memorandum of Association in E-form INC-33 and Article of Association in E-form INC-34. So by this process MCA has simplified the procedure for incorporation of Company by introducing filing of pre-drafted Memorandum and Article of Association electronically, which will make work easier and also prove to Ease of Doing Business.

From 01/05/2015, MCA came with the Integrated process of Incorporation of Company by filing E-form INC-29. This was a major reform brought by MCA for incorporation of company which require filing of only one E-form i.e. INC-29 as against five forms filed earlier (i.e. DIR-3 for application for obtaining DIN, INC-1 for approving the name of company, INC-7 for registration of company with MOA and AOA, INC-22 for registered office and Form DIR-12 for first directors of company). So the process is easy and you get Approval within 48 hours *subject to the satisfaction of departments.

MCA has more facilitated the process of incorporation by introducing SPICe E-form INC-32 which provides the same facilities as were provided in Form INC-29 with more facilitating the process by introducing filing of Memorandum and Article of Association electronically. Relative to the old process, it has the potential to save lots of time, if properly implemented. However, further clarification with regard to incorporation under SPICe are to be provided by Ministry of Corporate Affairs.

So, as of now there are 2 ways to incorporate a company:

No. 1: INC-7, DIR-12 & INC-22

No. 2: INC-32 (Substituted the INC 29)

What is the Difference?

E-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. 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.

ü  Instead of Signature of Subscriber affix the DSC of subscribers.

ü  By affixation of DSC of the subscriber on the INC-33 (e-moa) and INC - 34 (e-aoa) date of signing will be automatically captured  by the form.

ü  In Form INC - 34 Instead of Signature of witness affix the DSC of witnesses.

ü  In Form INC - 34 Director name should be entered mandatory under “Board of directors”. Mention different appointments as a sub-article, E.g. (a) – Managing Director, (b) – Director Names etc.

ü  Maximum 7 (Seven) details of subscribers allowed in SPICe (INC-32).

ü  Maximum 3 (Three) Directors are allowed for using this integrated form for filing application of allotment of DIN while incorporating a Company.

ü  Now Signature of witness done away affix the DSC of 2 witness

Company which can be formed through this e-form ?

ü  Part I Company

ü  Producer Company

ü  Section 8 Company (was not available in INC-29)

ü  Private Company

ü  Public Company , or

ü  One Person Company

Mandatory Attachments:

ü  Affidavit and declaration by first subscriber(s) and director(s);;

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

ü  Copy of the utility bills (not older than two months)

ü  Thus, through SPICE, the Ministry of corporate affairs has made a considerable effort to reduce the hassles and time frame taken for incorporation as well as the paperwork involved.

Thanks & Regards,

CS Chetan Bhadouria

9899399209

chetanbhadouria@gmail.com