Over the past few years, India has been aggressively amending its laws, regulations, and procedures to simplify doing business in India. This is quite evident from the fact that India jumped from 142to 77th rank in just 4 years. For businesses to prosper and the country to flourish, the businesses are a key stakeholder and the Indian Government is leaving no stone unturned to enable the same. The Ministry of Corporate Affairs (MCA) had earlier launched an electronic form SPICe (Simplified Proforma for Incorporating a Company Electronically) for the incorporation of a company. Now, the Ministry of Corporate Affairs has joined hands with Ministry of Labour and Ministry of Finance, along with support from Government of Maharashtra, a single integrated form for new company registrations to provide 10 different registrations or licenses, christened as SPICe+ (SPICe Plus), a huge upgrade to the existing form.
What is SPICe+ Form for Company Registration?
SPICe+ is a company incorporation form. Businesses desirous of registering a company are often burdened with multiple registrations, approvals and licenses from different departments and ministries. The 22-page SPICe+ form has been introduced as a getaway from multiple registrations.The new single integrated form SPICe+ covers the following registrations:
1. Name Reservation
2. Company Incorporation [Pre-requisite]
3. Application for Directors’ Identification Number (DIN) [Pre-requisite]
4. Application for Permanent Account Number (PAN) [Mandatory]
5. Application for Taxpayers’ Account Number (TAN) [Mandatory]
6. Goods and Services Tax Registration (GSTIN) [Optional]
7. Employees’ Provident Fund (EPF) Registration [Mandatory]
8. Employees’ State Insurance Corporation (ESIC) Registration [Mandatory]
9. Opening of Bank Account for the Company [Mandatory]
10. Profession Tax Registration (only for the State of Maharashtra) [Mandatory]
When to file SPICe+ Form?
SPICe+ form must be filed before the incorporation of the company. The new form will be applicable for all company incorporations with effect from February 15, 2020.
What is AGILE-PRO Form for Company Registration?
The Ministry of Corporate Affairs had earlier launched an AGILE form which stands for Application for Goods and Services Identification number, employees’ state Insurance corporation registration plus Employees’ provident fund organization registration. It’s a single integrated form for GSTIN / ESIC / EPFO / Maharashtra Profession Tax and Opening of Bank Account. Now, with the launch of SPICe+ form, the old AGILE form i.e. INC – 35 is also being replaced with a new AGILE – PRO web form.
What is the procedure to incorporate a company with SPICe+ Form?
Following is the step by step process to incorporate a company:
1. New SPICE+ Application – The SPICE+ form is available on the website of Ministry of Corporate Affairs. Here, Part A is for Name Reservation and Part B of the form is for Registration Formalities. Although both can be filed simultaneously, it is usually recommended to firstly reserve the name for the proposed company with Part A and proceed with Part B only on receipt of approval for the proposed name. This practice places safeguards against rejections and repeat-submissions which can be a costly affair.
2. Application for Name Approval in Part A – Part A which contains Name Reservation form, begins with a choice amongst several options for Type of Company. Next, the class of the company amongst Public, Private, and One Person Company has to be mentioned. This is followed by filling up other details like Category, Sub-category, the Main Division of industrial activity, and the description of the industrial activity. The last detail to be filled up is the proposed or approved name of the company. Two names can be proposed in one application. This process will have to be repeated until approval is received from Central Registration Centre (CRC).
3. Prepare Documents for Part B – Once the approval is received, one can proceed with preparing documentation for Part B. For a typical private limited company with two shareholders and two directors, following is the list of documents required:
a. Consent to act as Director along with proof of identity and residential address. In case any of the directors is a Non-Resident Indian or a Foreign National, the documents of such a director must be notarized or apostilled.
b. Proof of address for proposed Registration Address (e.g. lease deed, rent agreement), No objection certificate from the property owner and copy of utility bill of the proposed Address (e.g. Electricity, Property Tax Receipt, Phone Bill, etc. not older than two months)
c. Certificate of Incorporation, in case of foreign body corporates,
d. The resolution passed by the promoter company
e. Details of interest of the directors in other entities
f. Proof of Identity and Proof of Address for the subscribers
g. PAN of Subscribers and Directors
h. The digital signature of both the Subscribers, if available, else for DSC application, Identity Proof and Address Proof would be required where attested copy of passport, visa, resident permit certificate or any such government-issued identity proof would be required in case of Foreign Nationals)
4. Submission of Part B – The Part B contains various sections with the validation option ‘Check Form’ for each section. This part requires details required for registration e.g. Address for Registration, details of Proposed Directors and Subscribers, Capital Contribution, Other information for other applications involved like TAN, PAN, etc. Upload the various documents as mentioned above. On successful submission, a confirmation will be displayed.
5. SPICe+ MOA and SPICe+ AOA – On submission of Part B of SPICe+ download the same for digitally signing and to submit other forms. Prepare and submit SPICe+MOA (for submitting the Memorandum of Association), SPICe+AOA (for submitting the Articles of Association), and Form INC-9 (Declaration by first subscribers). The INC-9 form will be auto-generated and must be submitted in Electronic form. These documents have to be submitted as ‘Linked Forms’.
AGILE-PRO –Along with SPICe+, the AGILE-PRO form has to be submitted along with the following attachments required for GST, ESIC, EPFO, Professional Tax Registration and Opening of Bank Account. Presently Punjab National Bank, ICICI Bank, Kotak Mahindra Bank, Bank of Baroda, and HDFC Bank are available as options. More banks are expected to join over time.
a. Address proof for the principal place of business
b. Proof of appointment of Authorised Signatory for GST Registration
c. Letter of Authorisation/ Board Resolution / Managing Committee and Acceptance Letter
d. Photo of Authorised Signatory and Directors
e. Identity proof and Address proof of Authorised Signatory for the opening of a bank account
f. Specimen Signature Form of Authorised Signatory for EPFO
Both the Forms SPICe+ and AGILE-PRO must be digitally signed and uploaded by the same director who is acting as the authorized signatory. Changes can be made to the SPICe+ form for up to five times after submission, to be uploaded after digitally signing the same each such time.
What is the Government Fee involved in Company Incorporation?
As per the announcement, companies incorporated through SPICe+ form with an authorized capital of up to INR 1,500,000 will enjoy ‘Zero filing fee’ concession. One may assess the details of the fees involved in the application can be estimated here.
Frequently Asked Questions about SPICe+