Incorporation of a new company is indeed a very cumbersome process. The statutes, laws and rules in India which regulate the same are very stringent and involve a lot of processes and procedures n order to ensure that the huge amount of investments involved in a company are not abused at any point. This article will be dealing in detail about the processes and the steps involved in the incorporation of a new company using the SPICe Plus Form (INC-32).
The SPICe form is applicable to all the types of companies such as the following:
• Producer Company
• Nidhi Company
This particular form must be filed by the above mentioned companies prior to incorporation. SPICe stand for Simplified Performa for Incorporation of Company electronically. Initially in the year 2016, the Ministry of Corporate Affairs of the Government of India introduced this electronic form as a part of the Ease of Doing Business initiative. Subsequently, the Ministry of Corporate Affairs brought certain modifications to the existing SPICe form and introduced it on January 1st 2020 the new SPICe Plus form. The main objective behind this form was to make the process of incorporation and registration of a new company easy and electronic. New rules were also published in this regard by the government of India through a notification dated 6th February 2020 exercising its power under section 469 of the Companies Act of 2013 and the rules were called the Companies (Incorporation Amendment) Rules,2020 with effect from 15th February, 2020. This particular form also brought about certain changes in the Reserve Unique Name (RUN) form. Subsequent to the introduction of this SPICe Plus form, the RUN form shall be applicable only for the existing companies for the change of names.
The new SPICe Plus form is a single electronic application that helps a new company in steps such as the incorporation of a company, reservation of name, opening bank account, application for DIN allotment, EPFO (Employee Provident Fund Organization), ESIC (Employee State Insurance Corporation), GSTIN (Goods and Service Tax Identification Number) and TAN (Tax deduction and collection Account Number). The Companies (Incorporation Amendment) Rules, 2020 states that the existing RUN forms shall be applicable only for the change of the name of existing companies with effect from 15th February, 2020. As per the 2020 Rules, the already existing SPICe form INC-32 shall be replaced by the SPICe Plus Form INC-32. The procedure for filing the SPICe+ is in 2 parts. Part A of the form if for the reservation of name while part B of the form is for the rest of the services. The application can be done for Part A only first and then subsequently for Part B or for both Part A and B simultaneously.
Initially, the Ministry of Corporate Affairs had introduced the AGILE E-Form (INC-35) along with the SPICe form for the registration of the GSTIN, ESIC and EPFO. It was made mandatory for the submission of SPICe form INC-32 along with AGILE E-Form INC-35. The details of the proposed directors of the company were also to be filed as a part of the AGILE form. The AGILE E- Form has been presently replaced with AGILE Pro Form with certain changes with reference to the SPICe Plus form.
On the filing of the SPICe Plus form, the form requires the furnishing of certain details such as the following:
• Structure of the company (Articles of Association, details of the authorized and subscribed share capital and details of the number of members)
• Address of the Company
• Type, class, category and sub-category of the Company
• Particulars of the One Person Company (OPC) nomination (Nomination, details of the nominee)
• Details of the subscribers and directors
• Information on PAN or TAN
• Details of payment of stamp duty
Along with the above details, the form also requires the attachment of certain documents in proof of the details required to be furnished as above. The documents are:
• The Memorandum of Association of the company
• The Articles of Association of the company
• Copy of proof of the address of the office (conveyance, lease deed or rent agreement)
• Declaration by the first subscribers and by the directors
• Copy of the utility bills within a period of 2 months from the date of application
• Copy of the certificate of incorporation of the foreign body corporate
• The resolution passed by the foreign company
• A resolution passed by the promoter company
• The interest of the first directors in other entities
• Consent of the nominees
• Proof of identity and address of the subscribers and the nominees
• Proof of identity and address of Applicant I, II and III
• The resolution of the unregistered companies
• Declaration in Form INC-14 and Form INC-15
Apart from the above documents and details, the form also requires the submission of a declaration. A declaration in Form INC-9 by the directors or subscribers long with the certification of a Charted Accountant or Cost Accountant or Company Secretary. When there are more than 20 directors or subscribers or when the directors do not possess either DIN or PAN, the above procedure has been exempted with.