An overview to SPICe+ - "The New Era of Incorporation"

Webinar on SPICE+

Please click on this link to see the Webinar of ICSI on new SPICe+
https://www.youtube.com/watch?v=2SalRtW8JYc

The Ministry on 23^rd January 2020 came with message on its portal, www.mca.gov.in regarding proposed changes in process of Incorporation (i.e. launch of SPICe + and Agile-Pro on MCA Portal) in order to reduce Procedures, Time and Cost for all new Company.

(i) Stakeholders may please note that as part of Government of India’s Ease of Doing Business(EODB) initiatives, the Ministry of Corporate Affairs would be shortly notifying & deploying a new Web Form christened ‘SPICe+’ (pronounced ‘SPICe Plus’) replacing the existing SPICe form.
(ii) SPICe+ would be an integrated Web form offering multiple services viz. name reservation, incorporation, DIN allotment, mandatory issue of PAN, TAN, EPFO, ESIC, Profession Tax (Maharashtra) and Opening of Bank Account. It will also facilitate allotment of GSTIN wherever so applied for by the Stakeholders. After deployment of SPICe+ web form, RUN shall be applicable only for change of name of existing companies.
(iii) Upon notification & deployment, all new name reservations for new companies as well as new incorporations shall be applied through SPICe+ only
(iv) However, incorporation of companies for names reserved through the existing RUN service shall continue to be filed in the existing SPICe eform along with related linked forms as applicable and if marked under resubmission shall be resubmitted in SPICe eform.
(v) Resubmission of SPICe forms submitted prior to date of deployment of SPICe+ web form shall also be filed in the existing SPICe eform and related linked forms as applicable.

Form this message it was very much clear that from the date of deployment of new SPICe+, the RUN Services shall be used only for the purpose the change in name of existing company

Since SPICe+ was not deployed till 15^th February 2020, Ministry came with other message

“To reduce Procedures, Time and Cost for all new company incorporations, SPICe+ and AGILE-PRO would be deployed shortly. Till the deployment of new Web forms, stakeholders may continue to use existing SPICe and AGILE forms”.

Amendment in Companies (Incorporation) Rules, 2014

In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government, amended the Companies (Incorporation) Rules, 2014 to be called as the Companies (Incorporation) Amendment Rules, 2020 to be effective from 23^rd February 2020.

This amendment rules not just revised the procedure for incorporation but also given the glimpses of all new SPICe+, however the new forms or web linked forms was not deployed till 22^nd of Feburary.

               

             Amendment in Rule 9.

            Reservation of name or change of name.-

An application for reservation of name shall be made through the web service available at www.mca.gov.in by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32), and for change of name by using web service RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing re-submission of such web form within fifteen days for rectification of the defects, if any, with effect from the 23rd February, 2020.”

Amendment in Rule 38A.

(i) in the marginal heading, for the words, brackets and letters “and Employees’ Provident Fund Organisation (EPFO) Registration”, the words, brackets and letters “,Employees’ Provident Fund Organisation (EPFO) Registration and rofession Tax egistration and pening of Bank Account” shall be substituted;

(ii) for the letters “AGILE”, the letters “AGILE-PRO”, shall be substituted;

(iii) after clause (c), the following clauses shall be inserted, namely:- “(c) Profession Tax Registration with effect from the 23rd February, 2020 (d) Opening of Bank Account with effect from 23rd February, 2020.”.

Other Changes

·         “Form No INC-32 (SPICe), wherever they occur, the letters, brackets, words and figures SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)” shall be substituted with effect from the 23rd February, 2020.

·         “Electronically (SPICE)”, the words, brackets and letters “Electronically Plus (SPICE+)” shall be substituted with effect from the 23rd February, 2020.

            Purpose of the Web 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.

            What are the new fields introduced in Part A of SPICe+ while reserving names?

New fields introduced are:

(i) Type* of company

(ii) Class of company

(iii) Category of company

(iv) Sub-Category of company

(v) Main division of industrial activity of the company

(vi) Description of the main division.

*Hitherto entity type

  

Procedure for Name Reservation and Incorporation

  

User has to enter the name he wants to reserve, for incorporation of a new company or for changing the name of an existing company. Users are requested to ensure that the proposed name selected does not contain any word which is prohibited under Section 4(2) & (3) of the Companies Act, 2013 read with Rule 8 of the Companies (Incorporation) Rules, 2014. Users are also requested to read and understand Rule 8 of the Companies (Incorporation) Rules, 2014 in respect of any proposed name before applying for the same.

 For Name Search: http://www.mca.gov.in/mcafoportal/showCheckCompanyName.do

Stakeholders are requested to also check the Trademark search to ensure that the proposed name is not in violation of provisions of Section 4(2) of the Companies Act, 2013, failing which it is liable to be rejected.

For Trade Mark Search: http://www.ipindia.nic.in/index.htm

*  The main division code for the industrial activity of the proposed company. Refer Annexure B for the list of main divisions of industrial activities. Shall be entered as either 65 or 66 or 67 in case Type of Company is ‘IFSC Company’.

Description shall be auto-filled based on the Industrial activity code selected

Attach the relevant document supporting the proposed name

Click on the ‘Auto check’ button after entering the proposed name. Ensure that any change in the proposed name shall also be validated by clicking the Auto check button

Click on Save for saving information entered in the screen.

On click of ‘Submit’ button, please select a radio button displayed in a pop-up message to confirm whether application needs to be submitted for name reservation or should be continued for incorporation.

What is ‘Application Number’?

Application Number refers to a system generated number given to an application for Name reservation/Incorporation which is yet to be submitted/uploaded by the user.

In case application is submitted for name reservation, user shall be taken to the payment page for making the payment and SRN shall be generated.

In case application is proceeded for incorporation, section for SPICe+ Part B shall be enabled.

  

Is it mandatory to attach documents while reserving name through Part A of SPICe+?

No. However, it would be mandatory to attach relevant documents and No Objection Certificates(NOCs) in Part A of SPICe+ only when a name which requires the approval of a Sectoral Regulator or NoC etc. if applicable, as per the Companies(Incorporation) Rules, 2014, is being applied for. Please note that only one file is allowed to be uploaded as an attachment and the size of the file should not exceed 6MB in case of Part A SPICe+ and overall limit of form size shall not exceed 6MB in case both Part A SPICe+ and Part B SPICe+ are filed together. In case of multiple attachments for Part A SPICe+, please scan all documents into a single file and upload the same.

  

Glimpses of SPICe+ 

           The detailed form can be accessed after completion of first step of Incorporation may be referred in the amendment rules:  (http://www.mca.gov.in/Ministry/pdf/rule_22022020.pdf)

  

But the new form has increased the list of mandatory documents required to be attached can be previewed below:

What are the linked forms to be filed along with SPICe+? Are there any exceptional scenarios in which pdf attachments (MOA, AOA) should be used instead of eMoA, eAoA with SPICe+ (INC-32)?

The table below clarifies the specific scenarios and list of linked forms to be filed with SPICe+ (INC-32) and along with exceptional scenarios:

Part I LLP to Company- [where total number of subscribers and/or directors is less than or equal to 20 and all such subscribers and/or directors have DIN/PAN]	*Mandatory	*Mandatory	Mandatory	Mandatory	Mandatory
Part I Firm to company - [where total number of subscribers and/or directors is less than or equal to 20 and all such subscribers and/or directors have DIN/PAN]	*Mandatory	*Mandatory	Mandatory	Mandatory	Mandatory
Part I Section 8 company [where total number of subscribers and/or directors is less than or equal to 20 and all such subscribers and/or directors have DIN/PAN]	NA	NA	Mandatory	Mandatory	Mandatory
Section 8 company [where total number of subscribers and/or directors is greater than 20 OR any such subscribers and/or directors does not have DIN/PAN]	NA	NA	Mandatory	NA	Mandatory
Other than Part I Section 8 company/ Part I LLP to Company/ Part I Firm to company/Section 8 company. [where total number of subscribers and/or directors is less than or equal to 20 and all such subscribers and/or directors have DIN/PAN]	Mandatory	*Mandatory	Mandatory	NA	Mandatory
Part I LLP to Company- [where total number of subscribers and/or directors is greater than 20 OR any such subscribers and/or directors does not have DIN/PAN]	*Mandatory	*Mandatory	NA	Mandatory	Mandatory
Part I Firm to company - [where total number of subscribers and/or directors is greater than 20 OR any such subscribers and/or directors does not have DIN/PAN]	*Mandatory	*Mandatory	NA	Mandatory	Mandatory
Part I Section 8 company [where total number of subscribers and/or directors is greater than 20 OR any such subscribers and/or directors does not have DIN/PAN]	NA	NA	NA	Mandatory	Mandatory
Section 8 company [where total number of subscribers and/or directors is greater than 20 OR any such subscribers and/or directors does not have DIN/PAN]	NA	NA	NA	NA	Mandatory
Other than Part I Section 8 company/ Part I LLP to Company/ Part I Firm to company/Section 8 company. [where total number of subscribers and/or directors is greater than 20 OR any such subscribers and/or directors does not have DIN/PAN]	*Mandatory	*Mandatory	NA	NA	Mandatory

- Section 8 company selected in field 1 (a) or
*Stakeholders are required to file e-MoA and e-AoA i.e. by way of linked filing of INC-33 and INC-34 in all cases except the following:

- all or any of the non-individual first subscribers are based outside India or

- Part I Section 8 company selected in field 1 (a) or

- Number of subscribers entered in the field 8(a) ‘Total number of first subscribers (non-individual + individual)’ are more than seven

- Individual foreign subscribers do not possess a valid business visa

In case of the above-mentioned exception(s), MoA and AoA shall always be attached under the Attachments section of SPICe+ form (INC-32).

Some FAQs on spice +

Q. How many times changes/modifications to SPICe+ (after generating pdf and affixing DSCs) can be made?

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

Q. What is the difference between SPICe and SPICe+?

While SPICe is an eform, SPICe+ is an integrated Web form offering 10 services by 3 Central Govt Ministries & Departments. (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and One State Government (Maharashtra), thereby saving as many procedures, time and cost for Starting a Business in India. SPICe+ is part of various initiatives and commitment of Government of India towards Ease of Doing Business (EODB).

Q. What is the first step for availing the Incorporation services through SPICe+ Web form?

SPICe+ Web form is a post-login service and existing registered users would need to login into their account using their credentials. New users are required to create a login account first before using the service.

Q. What is Part A of SPICe+ and can the same be filed separately?

Name(s) of a company can be reserved in Part A of SPICe+. In case the applicant wants to apply for name, incorporation and other integrated services together, he can do so together by filling necessary information in Part A and Part B.
Q. Whether two names would be permitted in Part A of SPICe+ if applied separately?

Yes. However, a fee of INR 1000 becomes payable if applied separately.

Q. Can a user who has an approved name using Part A of SPICe+, permit other users/applicants to use the name for filing Part B of SPICe+?

No. The same user login ID which was used for reserving the name has to be used for submitting and uploading SPICe+ and other linked forms.

Q. What are various services offered in Part B of SPICe+?

Part B of SPICe+ offers following services viz. (i) Incorporation (ii) DIN allotment (iii) Mandatory issue of PAN (iv) Mandatory issue of TAN (v) Mandatory issue of EPFO registration (vi) Mandatory issue of ESIC registration (vii) Mandatory issue of Profession Tax registration(Maharashtra) (viii) Mandatory Opening of Bank Account for the Company and (ix) Allotment of GSTIN (if so applied for).

Q. What is the procedure after filling the SPICe+?

Once the SPICe+ is filled completely with all relevant details, the same would then have to be converted into pdf format, with just a click of the mouse button, for affixing DSCs. Thereafter all digitally signed applications can be uploaded along with the linked forms as per the hitherto process.

Q. How INC-9 (Declaration by all Subscribers and first Directors) would be generated?

INC-9 shall be auto-generated in pdf format and would have to be submitted only in electronic form in all cases, except where: (i) Total number of subscribers and/or directors is greater than 20 and/or (ii) Any such subscribers and/or directors has neither DIN nor PAN.

Q. What is the sequence of uploading linked forms to SPICe+?

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

Q. Is it mandatory to use eMoA and eAoA? Can physical copies of MoA/AoA be signed and attached with SPICe+ forms?

Yes. It is mandatory to use eMoA (INC-33) and eAoA (INC-34) in case the number of subscribers are up to 7 and in the following scenarios:

- individual subscribers are Indian nationals

- individual subscribers who are foreign nationals in case they valid DIN and DSC and also submit a proof of a valid business visa

- non-individual subscribers based in India.

Physical copies of MoA/AoA is required to be signed and attached in case non-individual first subscribers are based outside India or individual foreign subscribers do not possess a valid business visa or any other scenario*.

No.	*Scenario	Forms Filed
1	Non-Individual first subscriber based outside India	SPICe+ (INC-32) with apostillised MOA and AOA as attachments
2	Non-Individual first subscriber based in India	SPICe+ (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
3	Indian National being Subscriber other than director	SPICe+ (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
4	Indian National being Subscriber-cum-Director	SPICe+ (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
5	Foreign National being Subscriber other than director having valid DIN	SPICe+ (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) alongwith Valid Business Visa to be submitted.
		In case Business Visa is not available, apostillised MOA and AOA shall be attached and in such cases, eMOA (INC33) and eAOA (INC-34) are NOT acceptable.
6	Foreign National being Subscriber-cum-Director having valid DIN	SPICe+ (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) alongwith valid Business Visa to be submitted.
		In case Business Visa is not available, apostillised MOA and AOA shall be attached and in such cases, eMOA (INC33) and eAOA (INC-34) are NOT acceptable.
7	Foreign National being Subscriber-cum-Director not having valid DIN	SPICe+ (INC-32) with apostillised MOA and apostillised AOA as attachments.

Note: In all the above mentioned cases, the maximum number of subscribers allowed shall be 7 for filing of SPICe+ form. Wherever the number of subscribers exceed 7, SPICe+ form shall be filed with MoA and AoA as attachments.

Stakeholders may kindly note that in case SPICe (INC-32) has been filed with linked filing of eMOA (INC33) and eAOA (INC-34) without attaching business visa as required under Rule 13 (5) (d) of the Companies (Incorporation) Rules, 2014, the form is liable to be rejected (Marked as Invalid and Not to be taken on record) without putting for resubmission.

Key features of SPICe+ for Greater Ease of Doing Business

As part of Government of India’s Ease of Doing Business (EODB) initiatives, the Ministry of Corporate Affairs would be shortly notifying & deploying a new Web Form christened ‘SPICe+’ (pronounced ‘SPICe Plus’) replacing the existing SPICe form.

SPICe+ would offer 10 services by 3 Central Govt Ministries & Departments (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and One State Government(Maharashtra), thereby saving as many procedures, time and cost for Starting a Business in India and would be applicable for all new company incorporations w.e.f.23rd February 2020.

Features:

SPICe+ would be an integrated Web Form.

SPICe+ would have two parts viz.: Part A-for Name reservation for new companies and

Part B offering a bouquet of services viz.

Incorporation

DIN allotment

Mandatory issue of PAN

Mandatory issue of TAN

Mandatory issue of EPFO registration

Mandatory issue of ESIC registration

Mandatory issue of Profession Tax registration(Maharashtra)

Mandatory Opening of Bank Account for the Company and

Allotment of GSTIN (if so applied for)

Users may either choose to submit Part-A for reserving a name first and thereafter submit Part B for incorporation & other services or file Part A and B together at one go for incorporating a new company and availing the bouquet of services as above.

A new and user friendly Dashboard on the Front Office is being created for company incorporation application (SPICe+ and linked forms as applicable).

Incorporation applications (Part B) after name reservation (In Part A) can be submitted as a seamless process in continuation of Part A of SPICe+. Stakeholders will not be required to even enter the SRN of the approved name as the approved Name will be prominently displayed on the Dashboard and a click on the same will take the user for continuation of the application through a hyperlink that will be available on the SRN/application number in the new dashboard.

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.

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

The new web form would Facilitate On-screen filing and real time data validation for seamless incorporation of companies.

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)

For ensuring ease while filing, SPICe+ will be structured into various sections. Information once entered can be saved and modified.

All Check form and Pre-scrutiny validations (except DSC validation) will happen on web- form itself.

Once the SPICe+ is filled completely with all relevant details, the same would then have to be converted into pdf format, with just a click of the mouse button, for affixing DSCs.

All digitally signed applications can then be uploaded along with the linked forms as per the existing process.

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, generating, the updated pdf affixing DSCs and uploading the same.

 DSC validation and other validations will happen at Upload Level.

 Registration for EPFO and ESIC shall be mandatory for all new companies to be incorporated through SPICe+ w.e.f 23rd February 2020 and no EPFO & ESIC registration nos. shall be separately issued by the respective agencies.

Registration for Profession Tax shall also be mandatory for all new companies to be incorporated in the State of Maharashtra through SPICe+ w.e.f 23rd February 2020.

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.

Declaration by all Subscribers and first Directors in 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 has neither DIN nor PAN.

ABOUT THE AUTHOR 

AAKARSHIT JAI-  Company Secretary 

Contact - LinkedIn 

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Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information. Further the FAQs given in case doesn't describe the view of author.

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