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INCORPORATION OF COMPANIES SPICe ROUTE

INCORPORATION OF COMPANIES SPICe ROUTE. WHAT SPICe is. When SPICe got introduced. A significant step was taken by Ministry of Corporate Affairs vide its notification dated 1 st October, 2016 by introducing e-form INC-32 under SPICe scheme.

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INCORPORATION OF COMPANIES SPICe ROUTE

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  1. INCORPORATION OF COMPANIES SPICe ROUTE

  2. WHAT SPICe is

  3. When SPICe got introduced • A significant step was taken by Ministry of Corporate Affairs vide its notification dated 1stOctober, 2016 by introducing e-form INC-32 under SPICe scheme. • Rule 38 inserted by the Companies (Incorporation) (Fourth Amendment) Rules, 2016 w.e.f. 2nd October, 2016, which reads as under: SIMPLIFIED PROFORMA FOR INCORPORATING COMPANY ELECTRONICALLY(SPICe-1) The simplified integrated process for incorporation of a company in Form No. INC-32 along-with e-Memorandum of Association in Form No. INC -33 and e Articles of Association in Form No. INC-34. • On 29th December, 2016 the Central Government has amended Companies (Incorporation) Rules 2014 and Notified Companies (Incorporation) Fifth Amendment Rules, 2016 which came into force w.e.f 1st January, 2017.

  4. Companies which can be incorporated under SPICe( Rule 38(1)of Companies(Incorporation) Rules, 2016 Public Co Companies having 7 & or less subscribers it is compulsory to incorporate through e-form SPICe (INC-32) Private Co Section 8 Co One Person Company

  5. FEATURES of SPICe( INC-32)FORM: • Establishment of Central Registration Centre to complete government processing of incorporation application of a company in a single day. • It is a‘Single Window Form’ which integrates the allotment of Director Identification Number (DIN), reservation of name, incorporation of company, Permanent Account Number (PAN), Tax Deduction Account Number (TAN), ESIC. • Now MOA and AOA can be prepared electronically using (e-form INC-33 and INC-34). Hence physical drafting of MOA & AOA has been done away with. to be continued

  6. It is a revolutionary mechanism which provides speedy and timely formation of companies in one single day. • According to above mentioned MCA notification, the Companies which are requisite to be incorporated through Form INC -32 can’t be incorporated through INC-7 on or after 29th December, 2016. Hence it is obligatory to file Form INC -32 for incorporation of a company.

  7. Detail Procedure For Incorporation under SPICe:(Rule 38(2) STEP-1: DIGITAL SIGNATURE CERTIFICATE (DSC): DSC REQUIRED FOR : • At-least 1 proposed director (to affix their digital signatures in Form INC-32) + • All Directors, subscribers and witness (to affix their digital signatures in Form INC-33& Form INC -34) STEP -2 : DIRECTOR IDENTIFICATION NUMBER (DIN): DIN REQUIRED FOR: • At least 1 proposed director (to sign INC-32). • Application of new DIN: Particulars of maximum of three directors can be allowed to be filled in Form INC -32 (SPICe) not having DIN.

  8. STEP-3 RESERVATION OF NAME Rule 38(4): • The promoter or the applicant of the proposed company can apply for only one name under form (INC-32) at the time of incorporation with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated. • Provided that applicants can apply for name in FORM RUN first and then proceed with SPICE forms 32, 33 and 34.

  9. Section 4(2) & (3) along with Rule 8 of the Companies Incorporation Rules , 2014 lays down that the name of the company should be considered undesirable if : • The proposed should not be identical with or too nearly resemble the name of an existing company or LLP. • Use of words like Modern, Shree, Sri, Shri, Om, Jai, Sai does not make a distinguishable from another and shall not be allowed unless a NOC from the existing company by way of Board Resolution is submitted. • It includes the name of a registered trademark or a trademark which is subject of an application for registration under the Trade Marks Act, 1999 and the rules framed thereunder unless the consent of the owner or applicant for registration, of the Trade Mark as the case may be has been obtained and produced by the promoters.

  10. A company shall not be registered with the name which contains any words or expressions which is likely to give the impression that the company is in any way connected with the State Government / Central Government or any local authority, or any body constituted by Central / State Government under any law for the time being in force unless the previous approval of Central Government is obtained. • It shall comply with the provisions of section 3 of Emblems and Names (Prevention and Improper Use) Act ,1950.

  11. STEP- 4: APPLICATION FOR INCORPORATION : ATTACHMENTS TO INC-32 : • Affidavit and declaration in (Form INC-9) by first subscriber(s) and director(s). • Consent to act as Director in Form DIR -2. • Proof of Office Address ( Conveyance / Lease deed/ Rent Agreements ,etc along with rent receipts. • Copy of Utility Bills ( Light bill / Telephone bills not older than last 2 months). • Address and ID proof of those directors/ subscribers, not having DIN. • Physical MOA & AOA where e- MOA and e- AOA are not applicable. • Interest of Directors in other entities to be continued

  12. STEP-5: SIGNING REQUIREMENTS - DIGITALLY INC -32 (SPICe) : • One Director with DSC • Professional engaged in certification like CA/CS /ICWA/ Advocate having valid membership number and certificate number of the practicing professional. INC-33 & INC-34(e-MOA &e AOA): • All subscribers • Witness to subscriber’s signature to be continued

  13. Where the Registrar on examining Form No. INC-32 (SPICe), finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the form within 15 days from the date of such intimation by the Registrar. • One more opportunity of 15 days shall be provided to the applicant to remove such defects and deficiencies.

  14. FAQ’s on SPICe 1.How many names can be applied for in SPICe (INC-32)? 2.Can SPICe be used for incorporation of producer companies? 3. Is INC-22 still required to be filed with SPICe? 4.Is PAN and AADHAAR mandatory? 5.Whether subscribers photo is required in SPICe forms? 6.Can LLP’s be incorporated using SPICeforms? 7.Is SPICe eMoA (INC-33) and SPICe eAoA (INC-34) to be uploaded separately? 8.Is a proposed section 8 company require to file eMOA & eAOA along with SPICe(INC-32)? 9.Is DSC mandatory for subscribers? 10.Is it mandatory to use eMoA and eAoA? Can physical copies of MoA/AoA be signed and attached with SPICe forms?

  15. Drawbacks of SPICe • SPICe is suitable only where there are 7 or less subscribers. • Producer companies and unregistered companies are required to do incorporation through old route (INC-7 and other procedure). • While applying for name in form SPICE 32 the applicant has to undertake necessary diligence regarding the name keeping considering the guidelines issued by the MCA for Name approval. • The form provides only 2 chance of resubmission.

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