Incorporation of a company under Companies Act 2013 - up to date

Entrepreneurial growth is very important for the development of every nation. Every economy will try to motive more entrepreneurs in to the market and once of the most attractive form of business is company. Companies are registered under Companies Act 2013 and the act and related rules and regulations provides for detailed process for the same. Ministry of corporate affairs have notified different processes at different times and updated regularly. The last update to the process happened in first quarter of 2021, keeping in view the ease of doing business, new form SPICe+ is notified for the incorporation of a company and incidental registrations. The form SPICe+ replaces the existing SPICe form.

All the new company incorporations have to be done by the online filing of SPICe+ form. So now if any body want to incorporate a company, they have to use the amended Spice+ form only. This form needed to be filed along with some additional forms and they are

1. AGILE-PRO,

2. SPICe+AoA and

3. SPICe+MoA.

Now let us try to understand each of these forms

SPICe+

SPICe+ stands for Simplified Proforma for Incorporating Company electronically Plus. SPICe+ aims to offer about 10 services by three Central Government Ministries and Departments (Ministry of Corporate Affairs, Ministry of Labour and the Department of Revenue in the Ministry of Finance) and one State Government (Maharashtra). The form is an integrated web form with a single-window for multiple services.

Services Offered By SPICe+

The new integrated web form offers the following services: –

The form have two parts and the applicant is free to proceed with first part first and second part later.

Part A –:

Name Reservation (New Companies only)

Part B:

1. Company Incorporation

2. Application for DIN

3. PAN Application

4. TAN Application

5. GSTIN Application

6. EPFO Registration

7. ESIC Registration

8. Opening of Bank Account for the Company

9. Profession Tax Registration (only for Maharashtra)

The SPICe+ application form can be applied in two ways:

There is no need to file the application in one shot, the application can be files in part also.

1. Part A (Name Reservation) and Part B (All Other Services) can be applied for on a simultaneous basis.

2. Part A can be applied for initially, and upon reservation of the name, Part B can be applied for.

AGILE-PRO

AGILE stands for Application for Goods and services identification number, employees’ state Insurance corporation registration plus Employees’ provident fund organisation registration. The old AGILE form (INC – 35) is now replaced with the AGILE – PRO. It is a web form.

RUN Web Service

RUN stands for Reserve Unique Name. This web service is used to reserve the name of a new company or for the change in the name of an existing company. Prior to this amendment, it was possible for a new company also to use this form, but not now. The type of entity and the proposed names for the company are to be entered in case of reserving the name for a new company.

For an existing company, the CIN/LLPIN (Limited Liability Partnership Identification Number) is the additional information to be entered in for the change of name. Now, since the introduction of the SPICE+ and AGILE – PRO forms, the RUN web service will henceforth be available only for the change of name of existing companies.

Attachments Required

For SPICe+:

1. Memorandum of Association

2. Articles of Association

3. Declaration by the first director(s) and subscriber(s) (Affidavit not required)

4. Proof of office address

5. Copy of utility bills

6. Copy of certificate of incorporation of foreign body corporate (if any)

7. A resolution passed by promoter company

8. The interest of first director(s) in other entities

9. Consent of Nominee (INC–3) - OPC

10. Proof of identity as well as the residential address of subscribers

11. Proof of identity as well as residential address of the nominee - OPC

12. Proof of identity and address of Applicant I, II, III

13. Resolution of unregistered companies in case of Chapter XXI (Part 1) Companies

14. Declaration in Form No. INC – 14

15. Declaration in Form No. INC – 15

16. Optional attachments (if any)

Attachments – Part A

For AGILE-PRO:

1. Proof of principal place of business

2. Proof of appointment of Authorised Signatory for GSTIN (Either of the documents– Letter of Authorisation/Copy of Resolution passed by BOD/ Managing Committee and Acceptance Letter)

3. Proof of identity of Authorised Signatory for the opening of a bank account

4. Proof of address of Authorised Signatory for the opening of a bank account

5. Specimen Signature of Authorised Signatory for EPFO

Other Major Changes

With the introduction of a new dashboard for the SPICe+ and linked forms, the approved name will be displayed on it, eliminating the need to do an SRN search. Usually we need to use SRN search for finding pending information and present status of every application.’

Companies incorporated through SPICe+ will have to apply for mandatorily:

1. EPFO Registration

2. ESIC Registration

3. Opening of a Bank Account (AGILE – PRO)

4. Profession Tax Registration (only for incorporation in Maharashtra)

Once the application is completed in all respects, the next step would be the conversion into PDF format.

Pre-scrutiny checks and other validations happen in the web form, but DSC Validation will happen only at the upload stage.

Declaration by the subscribers and the first directors in INC – 9 shall now be auto-generated in PDF format and submitted electronically.

The declaration also requires certification by a professional:

1. Chartered Accountant

2. Cost Accountant

3. Company Secretary

However, this is not required in the following cases:

1. Where the total number of directors/subscribers is more than 20

2. When any of the directors or subscribers do not possess a DIN or PAN

Stepwise Procedure For New Company Incorporation Under SPICe+

Step 1: Click on the feature ‘SPICe+’ that is listed under ‘MCA Services’.

Step 2: When you click on ‘SPICe+’, the next screen opens where you need to choose ‘New Application’ option. The ‘New Application opens the page as shown below:

If you’ve an existing application, you can choose ‘Existing Application’, feed in the application number along with the proposed or approved name.

Step 3: Choose the ‘Type of Company’ that displays the below options to choose from:

If you’ve an existing application, you can choose ‘Existing Application’, feed in the application number along with the proposed or approved name.

Step 3: Choose the ‘Type of Company’ that displays the below options to choose from:

Step 4: Choose the ‘Class of Company’ that has the below options:

Step 5: Choose the ‘Category of Company’ that has the below options:

1. Company limited by shares

2. Company limited by guarantee

3. Unlimited company

Step 6: Choose the ‘Sub-Category of Company’ that has the below options:

Step 7: Next, you have to mention the ‘Main division of industrial activity of the Company’ (Mention the code of the industrial activities). For example, if you choose ‘01’, the relevant description of business will be auto-populated in the ‘Description of main division’.

Step 8: Next, you have to give particulars of the ‘proposed or approved name’. You should click the ‘Auto-check’ to do the first level automatic scrutiny of the proposed or approved name in accordance with the rules governing the name.

You can submit the ‘Part A’ for reservation of name or proceed with the incorporation. Upon choosing to proceed with incorporation, ‘Part B’ is enabled.

Part B has various sections with validation for ‘check form’ for each section. The details required for registration (as mentioned in the paragraphs above) have to be entered. The details also include:

1. Address of the registered office of the company

2. Proposed directors and subscribers

3. Capital of the company

4. Other information to apply for tax registrations such as PAN and TAN

You have to upload the documents required for registration (as mentioned in the paragraphs above). After filling up Part B, you have to carry out a ‘pre-scrutiny’ check. Once the ‘pre-scrutiny’ is successful, click on ‘submit’.

A confirmation is displayed upon successful submission of the form. You should download the PDF of Part B submitted for affixing the DSC and for filling up any linked forms along with Part B.

The forms which are linked to SPICe+ are AGILE-PRO, SPICe+MoA and SPICe+AoA, URC-1 and INC-9.

Part B of SPICe+ and linked forms can then be uploaded on the MCA portal. Then here a Service Request Number is generated for making a payment towards company incorporation.

Once the payment is made successfully, the forms would be processed. In a case where the forms need resubmission for any errors being flagged upon processing, the SPICe+ form has to be resubmitted in the same manner.