Over the past two years, the Ministry of Corporate Affairs has taken many steps to increase the pace of company registration. In a notification dated October 1 2016, it put forth the Fourth Amendment Rules, 2016, launching new e-forms that promise to significantly speed up the company registration process.
SPICE – or Simplified Proforma for Incorporating Company Electronically – simplifies the company incorporation process through a new online application form, INC-32, in addition to online application forms for Memorandum of Association (form INC-33) and Articles of Association (INC-34).
What it Means
Apart from simplifying the procedure further (as compared to the earlier e-form INC-29), one can also fill a pre-drafted Memorandum and Article of Association online. This makes it a completely hassle-free company registration process.
Changes Introduced by MCA
Prior to May 2015, the incorporation of a company required one to fill up several documents, such as the DIR-3 for acquiring the Director Identification Number, INC-1 for obtaining name approval, INC-7 for registering a company with the Memorandum and Articles of Association and INC-22 for approval of registered office.
However, starting from May 1 2015, the Ministry of Corporate Affairs brought forward the INC-29 form for incorporation of companies. This form included all the details to be filled in the five forms. Also, the process of getting an approval was reduced to as little as 48 hours.
With the SPICE initiative, and the introduction of INC-32, the approval time should be much shorter. This is because the new system facilitates the filing of Memorandum and Article of Association electronically.
Salient Features of SPICE (INC-32)
1. INC-32 can be filed even if you have applied for the name of the company through INC-1already. This is a major difference between INC-29 and the new E-form.
2. As stated earlier, the major breakthrough is the fact that SPICE provides e-filing of MOA and AOA through forms INC-33 and INC-34. The MOA can be copy pasted from your file and the AOA can be pre-drafted against the clauses given in the form INC-34. The whole process has been completely simplified.
3. Since MOA and AOA are to be filed digitally, the signatures of directors (digital signatures) can be affixed with INC-33 and INC-34.
FAQs on SPICE (INC-32)
Q. How many names can one apply for under SPICe (INC-32)?
With the INC-32 form, a person can register with only one name. If you wish to offer more than one names as options to the registrar, you may file INC-1. Under the INC-1, a person is allowed up to six names.
Q. Is INC-22, which is the form for registered office, still required to be filed with SPICe?
Such a step is not required if the company’s registered office address is the same as mentioned in INC-32. However, if that is not the case, then INC-22 will have to be filed within 30 days.
Q. How to get Memorandum of Association (MOA) and Articles of Association (AOA) approved in the case of e-MOA (INC-33) and e-AOA (INC-34)?
Anyone who is willing to take forward an approved MOA and AOA must file for certified copies under the same at facilities available at MCA.
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 and eAOA (if you’re using the INC-32 form) for all Indian subscribers, foreign individuals with a valid DIN, and where the number of subscribers are not more than seven. Physical copies of the same will not be required.
Q. Can SPICe be used for incorporation of producer companies?
That is not possible. INC-32 cannot be used for such an incorporation. For such a scenario, a new version of INC-7 shall be used.
Q. Can foreign subscribers file SPICe (INC 32) or are they required filing in INC-7?
As mentioned above, foreign subscribers with a valid DIN can file SPICe (INC-32) with eMOA and eAOA as linked forms. However, if the said subscriber does not have a valid DIN, he/she will have to use INC-7 with physical copies of MOA and AOA.
Q. Can a NIDHI company be incorporated using SPICe forms?
Yes, Nidhi Company can be incorporated using SPICe form i.e. INC 32.
Q. Can we use SPICe form now for re-submitting incorporation applications filed in form INC-2/INC-7 earlier?
No, the SPICe form can not be used in such a scenario. However, it is imperative to add that INC-2/INC-7 will be available for resubmission only for 15 days from the date it was actually sent for reconsideration by the RoC.
Q. Is subscribers’ photo required in SPICe forms?
No, subscribers’ photo is not required.
Q. How many resubmissions are permitted for SPICe forms?
Two resubmissions are allowed.
Q. Can OPCs be incorporated using SPICe forms?
Yes it can be but only via this form. INC-2 will not be made available for such a filing.
Q. Can LLPs be incorporated using SPICe forms?
SPICe forms cannot be used for incorporating LLPs as the latter comes under a different Act.
Q. What is the word limit for writing objects in eMoA?
In case of main objects i.e. Field 3(a), the character limit is 20,000. For Field 3(b), it is 100,000 characters.
Q. Do SPICe eMoA (INC-33) and SPICe eAoA (INC-34) need to be uploaded separately?
Both the forms have to uploaded as linked forms, just like a person does for INC 7, INC 22, DIR 12.
Q. What if the subscribers to eMoA and eAOA are at different places and only one witness is provided?
Both the aforementioned would be witnesses only after all subscribers sign it. All of them need to be in one place to complete the transaction in the best possible manner, with no legal hassles.
Q. Is there a refund if SPICe forms get rejected?
Yes, there is refund. In case a person’s form is rejected, he/she can apply for a refund of all the payments made in this regard to the government.