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Procedure for Incorporation of a Company post the launch of Spice+ and Agile-Pro

April 1, 2020
Procedure for Incorporation of a Company post the launch of Spice+ and Agile-Pro

Procedure for Incorporation of a Company post the launch of Spice+ and Agile-Pro

A: Background:

As part of Government of India’s Ease of Doing Business (EODB) initiatives, the Ministry of Corporate Affairs has notified & deployed a new Web form christened ‘SPICe+’ (Simplified Proforma for Incorporating Company Electronically Plus) (pronounced ‘SPICe Plus’) replacing the existing SPICe form.

The Ministry of Corporate Affairs has in exercise of the powers conferred in the subsection (1) &(2) of Section 469 of the Companies Act, 2013 read with section 469 of the said Act, mandated the amendment vide its notification dated 18th February 2020 [“Notification”]. The Companies (Incorporation) Rules, 2014, have been amended and in its place the Companies (Incorporation) Amendment Rules, 2020 have been notified. These rules are effective from the 23rd February 2020.

SPICe+ would be a single window offering 10 services by 3 Central Government Ministries & Departments (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and One State Government (Maharashtra), thereby saving cumbersome procedures, time and cost for starting a Business in India.

To view the notification from Ministry of Corporate Affairs, click the link http://www.mca.gov.in/Ministry/pdf/rule_22022020.pdf

B: Features of SPICe+ :

I. SPICe+ is an integrated Web form. It consists of two parts:

a) Part A: Name Reservation for new companies

b) Part B: Offering bouquet of services which are as follows:

  1. Incorporation
  2. DIN allotment
  3. Mandatory issue of PAN
  4. Mandatory issue of TAN
  5. Mandatory issue of EPFO registration
  6. Mandatory issue of ESIC registration
  7. Mandatory issue of Profession Tax registration (Maharashtra)
  8. Mandatory opening of Bank Account for the Company and
  9. Allotment of GSTIN (if so applied for)

II. The user has the flexibility to apply for Part A and Part B together at one go or first apply for Part A, for Name Reservation and thereafter Part B, for Incorporation and other services.

III.   A new and user-friendly Dashboard on MCA Website is being created for company incorporation application (SPICe+ and linked forms as applicable).

IV. Re-submission of applications for company name reservation and/or incorporation shall also be handled through the application number/Name applied for a link on the new dashboard. A hyperlink will be available for the SRN/application number, to enable easy resubmission, wherever required.

V. Approved Name and related incorporation details as submitted in Part A, would be automatically pre-filled in all linked forms such as AGILE-PRO, SPICe+ MOA,     SPICe+ AOA, URC-1, INC-9 (as per applicability).

VI. From 23rd February 2020 onwards, RUN service would be applicable only for the 'change of name’ of an existing company.

VII.  For ease of filing, SPICe+ is structured into various sections and information once entered can be saved and modified.

VIII. All check form and pre-scrutiny validations (except DSC validation) will be on the web form itself.

IX. Once the SPICe+ is filled with all relevant details, the same would then have to be converted into pdf format, for affixing DSCs.

X. DSC validation and other validations will be done at the time of uploading the form with all other linked forms.

XI. Changes/modifications to SPICe+ (even after generating pdf and affixing DSCs), can also be done by editing the same web form application which has been saved,      only till five attempts, after that whole process to be restarted.

XII. Registration for EPFO, ESIC, and Professional Tax (For the state of Maharashtra) is mandatory for all new companies incorporated through SPICe+ w.e.f. 23rd February 2020 and no EPFO & ESIC registration nos. shall be separately issued by the respective agencies.

XIII. 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 webform

XIV.  Declaration by all Subscribers and first Directors in form INC-9 shall be auto-generated in pdf format and would have to be submitted only in Electronic form in all cases, except where the total number of subscribers and/or directors is greater than 20and/or any such subscribers and/or directors has neither DIN      nor PAN.

C: Procedure to Incorporate a New Company

The Procedure for the incorporation of a New Company post the launch of SPICEe+ and AGILE-PRO i.e.,  w.e.f 23rd February 2020 is as follows:

Step-I:        Login to MCA Portal, Click on MCA Services, under Company Services click on  SPICE+.

Step-II:    Click on New application in case of fresh application.

Step-III: On Clicking, Existing Application, the user can view Application Number along with proposed/approved Name.

Step-IV:    On Clicking New Application, SPICe+ Part A gets enabled which contains fields relating to Name Reservation such as Type, Class, Category, Sub-Category, Main division of industrial activity of the Company along with a description of main division and Particulars of the proposed or approved name.

Step-V:    Click on the Auto-check button to enable the first level automatic scrutiny of the proposed Name as per name rules.

Step-VI:  On Successful Completion of Part A, User can click on submit for Name Reservation or Proceed for Incorporation or Cancel option.

Step-VII:   If opted for proceeding for Incorporation, Part B gets enabled containing various sections with the 'Save and Continue' button. Each Section contains separate check form validation.

Step-VIII:  Enter the basic details related to the Proposed Company Incorporation such as:

i)Capital Structure of the Company

ii)Company’s Registered or Correspondence Address

iii)Details and Particulars of Subscribers and Directors

iv)Particulars of Stamp Duty paid and to be paid on MCA and with other authorities.

v)Information for application of PAN and TAN

Step-IX:   Upload all the mandatory and optional attachments in the web form.

Step-X:   Click on check boxes to confirm all the declarations and click on the pre-scrutiny button.

Step-XI:    Once pre-scrutiny gets successful, click on the submit button.

Step-XII:   On Successful submission, the user will get the confirmation message.

Step-XIII:  User can now download the pdf of SPICe+ Part B for affixing the            DSC, also all the linked form as per the information filled in SPICe+, Part B gets enabled and available for the user to fill and submit.

Step-XIV:  After affixing DSC in SPICe+ Part B and all the linked forms as applicable, the user can            click on upload e-form option and upload SPICe+ Part B along with all the linked forms.

Step-XV:  On Successful uploading, SRN (Service Request Number) is generated for the user to make payment.

Step-XVI:  On Successful Payment, SRN status will be displayed as Processing

D. Forms linked to SPICe+

The forms linked to SPICe+ will be applicable for registration of other services like GSTI, ESIC, EPFO, eMOA, eAOA, Professional Tax, Opening of Bank Account and submission of Declarations from subscribers and directors as detailed below:

a) AGILE-PRO – Web Form

i) For registration with GSTN, ESIC, EPFO

ii) For Professional Tax registration Number, only for Companies incorporated in the State of Maharashtra.

iii) For the application for Company’s Bank Account Number

b) SPICe+ MOA/SPICe+ AOA – Web Form

i) eMOA (Electronic Memorandum of Association) which is a charter of the Company can be filed as a linked form to SPICe+.

ii) eAOA (Electronic Articles of Association) which provides all the regulations related to the internal affairs of the Company can be filed as a linked form to SPICe+.

c) URC-1 – Web Form

Applicable only in the case of Part I Companies, containing details of existing companies.

d) INC-9 PDF Generation

INC-9 pdf is generated/auto-populated based on the information filled in Part B              SPICe+, user can download and affix the DSC for uploading.

E. Attachments Required

I. For SPICe+, the below-mentioned documents are required as an attachment to the form.

i) Memorandum of Association

ii) Articles of Association

iii) Declaration by the first director(s) and subscriber(s) (Affidavit not required)

iv) Proof of office address

v) Copy of utility bills

vi) Copy of certificate of incorporation of foreign body corporate (if any)

vii) A resolution passed by promoter company

viii) The interest of first director(s) in other entities

ix) Consent of Nominee (INC–3)

x) Proof of identity as well as the residential address of subscribers

xi) Proof of identity as well as residential address of the nominee

xii) Proof of identity and address of Applicant I, II, III

xiii) Resolution of unregistered companies in case of Chapter XXI (Part 1)               Companies

xiv)Declaration in Form No. INC – 14

xv)Declaration in Form No. INC – 15

II. For AGILE-PRO the below-mentioned documents are required as an attachment to the form.

i) Proof of principal place of business

ii) Proof of appointment of Authorised Signatory for GSTIN(Either of the documents– Letter of Authorisation/Copy of Resolution passed by BOD/ Managing Committee and Acceptance Letter)

iii) Proof of identity of Authorised Signatory for the opening of a bank account

iv)Proof of address of Authorised Signatory for the opening of a bank  account

v)Specimen Signature of Authorised Signatory for EPFO

Conclusion:

The Ease of Doing Business (EODB) initiatives taken by the Government over the last few years has significantly advanced the process of company incorporation. The aim to have a seamless and fast procedure is now slowly turning into a reality. With the Ministry making the best possible use of technology, a company may now be incorporated along with other registrations as specified above in a matter of days.

Disclaimer: The entire contents of this document have been developed based on relevant provisions and are purely the views of the authors. Though the author has made utmost efforts to provide authentic information, however, the authors and the company expressly disclaim all and any liability to any person who has read this document, or otherwise, in respect of anything, and consequences of anything done or omitted to be done by any such person in reliance upon the contents of this document.

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