Detailed Checklist for Company Incorporation under SPICe

Checklist for Company Incorporation under SPICe

Detailed Checklist for Company Incorporation under SPICe: The document acts as a guide for incorporating a company through SPICe. The ministry of corporate affairs (MCA) through a notification dated 01/10/2016, put forth the Fourth Amendment rules, 2016 for the incorporation of companies has recently introduced an E-form under the SPICe (Simplified Proforma for Incorporating Company Electronically) which simplifies the incorporation of a company through an online application,

  • Form – INC 32 (Incorporation Form)
  • Memorandum of Association (in Form INC – 33) and
  • Article of Association (in Form INC – 34).

All the Companies can apply for incorporation of a Company to the ROC through SPICe Forms, except

  • Part I Company
  • Company with more than seven subscribers.

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

  • INC-7, DIR-12 & INC-22.
  • INC-32 (through SPICe Forms)

Checklist for Company Incorporation under SPICe

Checklist for Company Incorporation under SPICe

Highlights Of The Spice Forms – 5 Services 1 Form

  • E Form SPICe (INC-32) deals with the single application for reservation of name, incorporation of a new company, application for allotment of DIN*, application for allotment of PAN and TAN.
  • No MOA and AOA are to be filed as attachments to the incorporation form. The MOA and AOA are to be filed in Form INC-33 and INC-34 respectively, along with the incorporation form (Form INC 32).
  • Though the Form INC 32 serves as the application for reservation of the company name, INC-1 can also be used for obtaining approval and reservation of the name.

* Maximum three Directors are allowed for using this integrated form for filing application of allotment of DIN while incorporating a company

Procedure

The present document is prepared considering the hiccups faced during the process. So, it serves as a guide during the process of Company incorporation using SPICe forms.

S.No Instructions Purpose
1.     Apply for the Digital Signatures Certificates of

  • Individual Subscribers
  • Person Authorised (non – individual)
  • One of the First Directors (if subscribers not the first directors)
  • The process of applying is as prescribed in Annexure I
To digitally sign

  • INC – 1 (if filed)
  • Form INC- 32
  • INC-33 & INC-34.
2.     Apply for Director Identification Number (DIN) for the proposed directors (up to 3 directors, DIN can be obtained through INC – 32).

  • But if the subscribers choose Form INC-1 for obtaining name approval, DIN shall be mandatorily required for two directors.
  • For process to apply DIN, find in Annexure II
Director Identification Number is a mandatory requirement for an individual to appoint as a director in a company.
3.       Select the name of the new Company.

  • Select maximum 6 names desired with which it has to be incorporated. The name should indicate the activity of the Company.
  • The proposed name shall not be identical with another’s. For more details refer Rule 8 of the Chapter II The Companies (Incorporation) Rules, 2014.
  • Check the name proposed in the MCA website to ensure that the name is not already existed.
The name of the Company is the identity for the Company.

 

4.       Apply to the ROC, to ascertain the availability of name in Form INC-1. (Rule 9 of the Chapter II The Companies (Incorporation) Rules, 2014).

ü  The procedure and details required to file INC – 21 with ROC is given in detailed in Annexure III.

Though Form INC – 32 serves the reservation of name purpose, the INC – 1 is used to initially reserve the name and the name reserved is valid till 60 days.
5.       MOA and AOA

Unlike in Form INC – 7, the proposed company need not file signed documents of MOA and AOA with the Registrar. The MOA and AOA are to be filed in the Forms INC – 33 & INC – 34 respectively. However, signed MOA and AOA are to be filed with ROC even in case of filing SPICe forms. The lists are specified in Annexure IV.

Form INC – 33

  • Select the applicable Table of Schedule I.
  • The remaining is self explanatory.

Form INC – 34

  • Select the applicable Table of Schedule I.
  • For Pvt Co. add the definition of the Pvt Co. in definitions head.
  • Add the names of First Directors.
  • Make required alterations.
  • In case of entrenchment is done, select that AOA is entrenched in Form INC – 32.
OBJECTS OF THE COMPANY: The objects are the guiding principles for the Company to do the business. The activities of the Company should coordinate with the objects.

BYE LAWS: They are called the Articles of Association of the Company. These are the internal byelaws of the Company.

Drafting of MOA and AOA will be provided by us subject to client’s confirmation.

6.       Memorandum and Articles shall be signed by the subscribers

(See Rule 13 Chapter II The Companies (Incorporation) Rules, 2014 for any info).

In case of non  – individual subscribers, signatures shall be made by

Body Corporate – Director, Officer or employee authorized by resolution in the Board.

LLP – Partner duly authorized by a resolution approved by all the partners.

INC – 33 & 34

  • The INC 33 & 34 shall be digitally signed by the subscribers and witness to the subscribers.

Manual MOA and AOA

  • The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness.
  • The particulars can be filled in writing or can be typed (Explanation to Rule 13 Chapter II The Companies (Incorporation) Rules, 2014).
  • (Photograph of every Subscriber is to be attached to the MOA and AOA).
7.       Witnessing the Memorandum and Articles of Association

INC-33&34

The witness shall sign in the forms digitally.

Manual MOA and AOA

At least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any and the witness shall state that “I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence (date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in”.

8.       Apply for incorporation SPICe Form INC – 32.

Self- explanatory columns are not explained.

1.   Main division of industrial activity can be found in the annexure to the Form INC – 32 help.

2.   The following details in respect of the subscribers/ person authorised by non- individual subscribers are to be filled:

  • Name
  • Father’s Name
  • Date of birth
  • Nationality
  • PAN/ Passport
  • Aadhar No
  • Place of birth
  • Occupation Type
  • Educational Qualification
  • Present Address
  • Land line
  • Mobile Phone
  • e-mail
  • Attach Proof of Identity and Address.
  • No. and amount of shares subscribed.

3.     For PAN and TAN, give the Range details. Visit the link https://tin.tin.nsdl.com/pan/Instructions49A.html

4.     Attachments

  • DIR – 2
  • Certificate for non – compliances u/s 164.
  • INC – 9 (Under Stamp Paper & Notary)
  • POA
  • Id Proof and Address Proof of the Subscribers and Directors.
  • Utility bills of Registered Office.
  • Rental Agreement/ Lease Deed
9.       Pay the filing fee and stamp duty by online payment or challan payment. Fee depends on the Authorized Capital chosen. Pay the applicable fee and upload the documents in the MCA website.
10.    After uploading the linked forms INC – 32, INC – 33 and INC – 34, we need to upload the Form 49A and 49AA as per the MCA Instructions.

Annexure I (Application for DSC)

Apply to the specified authority for the issue of DSC in the specified format with self attested:

  • ID Proof – PAN card/ Voter ID/ Passport/ Driving License
  • Address Proof – Passport/ Driving license/ Electricity Bill/ Telephone bill/ Bank Statement (Latest).
  • Self attested passport size photograph

(ID Proof and Residential proof should be attested by Gazetted officer/ Bank manager/ Chartered Accountant)

Annexure II (Application of DIN)

Apply for the DIN with ROC in DIR – 3.

We require other information like date of birth, occupation, Place of Birth, Educational Qualification, Passport size photograph and PAN, etc.

  • PAN (Mandatory for Indian nationals)
  • Passport (Mandatory for foreign nationals)
  • Address Proof – (Passport/ voter identity card/ ration card/ Driving license/ Electricity bill/ Telephone bill/ Aadhaar card. In case of utility bills, the bills should not be older than 2 months.)
  • DIR 4 Affidavit
  • To be digitally signed by the applicant and CA/CWA/CS/Director (CA attestation should be provided by us).
  • Fee of Rs.500/-

Annexure III (Form INC – 1)

Form INC 1 is to be applied with the following details :

  • Details of the Applicant
    • DIN/ PAN/Passport of the Applicant.
    • Name
    • Occupation
    • Address
    • E – mail
    • Phone and Mobile Number
  • Proposed Name/s in order of preference and also explain the significance of the coined words in the proposed names.
  • Main Objects of the Company: The business object should be specific but need not be very narrow. We need to give the proposed business activities of the company, like trading/distribution/ exporting/importing manufacturing/ assembling research & development in various products in software, communications, industry, etc…
  • Names and addresses of the prospective Directors and promoters
    • DIN Numbers, Name, Father’s Name, Date of Birth, Passport Number, Aadhar Number, Residential address are to be given.
  • To be digitally signed by Director/Promoter (referred as applicant).
  • Fee of Rs.1,000/-.

Submitted by “Asha latha Doradla”

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