Study Notes - Procedure for Incorporation of a Company with Spice +
July 09, 2020
- SPICe+ has been divided into two parts viz., SPICe+ Part A and SPICe+ Part B.
- SPICe+ Part A represents the section wherein all details with respect to name reservation for a new company has to be entered.
- SPICe+ Part B represents the section wherein all remaining details required for incorporation of a company has to be entered.
- SPICe+ Part A can either be submitted individually for name reservation or can be submitted together with SPICe+ Part B for both name reservation as well as incorporation.
- In case SPICe+ Part A is submitted individually for name reservation, Part B and all other linked forms (Spice MOA INC 33, Spice AOA INC 34, Spice Agile Pro and Spice INC 9) shall be enabled only after the SRN of SPICE+ Part A is ‘Approved’ i.e. the name is reserved.
Spice + (PART A)
- Two proposed names (Need to check availability with Ministry of Corporate Affairs.)
- Main objects of the proposed Company
- If the proposed Company Names includes the words such as Insurance, Bank, Stock Exchange, Venture Capital, Asset Management, Nidhi, or Mutual Fund etc., then undertaking from the promoters is required.
- If the proposed name is registered with trademark, then copy of Trademark Certificate along with NOC from the owner and KYC documents of the Authorising person are required.
- In case of an Indian Company being a Subscriber, the Company shall authorise one of its Director/Authorised person to sign and subscribe to the Memorandum and Articles of Association by way of Board Resolution.
- In case of an Foreign Company being a Subscriber, the Company shall authorise one of its Director/Authorised person to sign and subscribe to the Memorandum and Articles of Association by way of Board Resolution duly Notarised and Apostiled.
- In case, MCA reject the options applied for, we can Resubmit the Form again with another 2 Name options. Here, please note that MCA will provide only 1 (One) time Resubmission, post which the application will get rejected.
- Approved Name will be valid for 20 days only from the date of Approval, within which the entire process of Company Registration required to be completed.
Spice + (PART B) i.e. Incorporation to be Filed with Linked Forms in below-mentioned order.
- Spice Part B;
- Spice MOA INC 33
- Spice AOA INC 34
- Spice Agile Pro
- Spice INC 9
MOA & AOA needs to be attached as PDF file signed by Subscriber witnessed by practicing professional in Spice+ wherein Subscribers exceeds more than 7 (seven), Foreign Company and proposed company is a Section 8 with charitable objects)
- State and Place in which the Proposed Company to be Registered.
- Proposed Authorized Capital.
- Proposed Paid up Capital.
- Consent in prescribed Form DIR 2 from the Individuals who will be the First Directors of the Proposed Company.
- Proof of Registered Office address not older than 2 (two) months i.e. Telephone Bill / Electricity Bill / Gas Bill / Mobile Bill, as an additional proof of Registered Office Address for confirmation (Mandatory).
- No objection certificate that the Company is permitted to use the address as the registered office of the company if the same is owned by any other entity/ Person (not taken on lease by company) (Mandatory). If owner is any Company then, NOC by way of Board Resolution is required.
- In case of Indian Subscribers, web generated MoA (Form INC 33) and-AoA (Form INC 34) required to be digitally signed by all the subscribers. Hence, need Digital Signatures of all the Subscribers is mandatory. If any Company being a Subscriber, we would require Certificate of Incorporation, Company Pan Card, Trademark certificate (if applicable) and KYC documents of Director/Authorised Signatory with Company Stamp and signed by any of the Authorised person of the Company.
- In case of Foreign Company being a Subscriber, Memorandum of Association (MOA and Articles of Association (AOA) will be manually signed by Authorised Representative (AR) of the Company and attached in Form Spice+. We would require Board Resolution and Certificate of Incorporation of Parent Company and KYC documents of Authorised Signatory duly Notarised and Apsotiled.
- A witness to the subscribers of web generated MoA (Form INC 33) and AoA (Form INC 34) should be same who will be certifying the e-Forms of the Incorporation i.e. Practicing Professional only.
- Web generated Form INC 9 will be generated for affixing Digital signatures based on the particulars filled in Spice + (Part B).
- KYC documents of Proposed Directors/Subscribers who are applying for DIN on Incorporation:
- PAN card is mandatory for Indian Nationals and Passport in case of Foreign Nationals
- Identity Proof – Passport, Aadhaar, Voter Id or Driving License (ANY ONE).
- Address Proof – Electricity Bill, Telephone Bill, Mobile Bill or Bank Statement certified by Bank (ANY ONE) not older than 2 (two) months).
- In case the proposed Directors/Subscribers already have valid and approved DIN, only self-attested copy of PAN card is required in case of Indian Nationals and Apostiled copy of Passport in case of Foreign Nationals.
- In case of Foreign Nationals, all documents should be Notarised and Apostiled. Please note that Proofs other than language in English must be translated from professional translator carrying his details (name, signature, address) and seal and further attested by Consulate of Indian Embassy or Foreign Public Notary and Apostiled. For foreign Nationals, the Identity proof and address must be attested by Consulate of the Indian Embassy or Foreign Public Notary and Apostiled. If the documents are signing in India, then we would require self attested copy of Passport, Business Visa with Immigration date.
- Application for PAN and TAN are mandatory
- Registration for Profession Tax, EPFO, ESIC and Bank Account are mandatory and can be filed in Form AGILE Pro as linked Form.
- Passport size photographs, Mobile Number and Email id for Authorised Signatory Profession Tax, EPFO, ESIC and Bank Account.
- Application for DIN IDENTIFICATION NUMBER maximum 3 (three) applications.
Form INC 20A (Commencement of Business)
The proposed Company needs to file the Form within 180 days of its Incorporation
- Bank Statement is required as proof for the Subscription money received.
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