December 14, 2018

SIMPLIFIED PROFORMA FOR INCORPORATING COMPANIES ELECTRONICALLY (SPICe)

WAYS TO INCORPORATE COMPANY

                      ⇒ INC -7,DIR -12, INC -22                                      ⇒ INC-29    INC -32  

The Ministry of Corporate Affairs has recently introduced an E-Form for filing of incorporation of a company under SPICe (Simplified Proforma for Incorporating Company Electronically) scheme by notifying under companies (incorporation) Fourth Amendment Rules, 2016.

SPICe means Simplified Proforma for Incorporating Company Electronically which on the other hand simplified the process of integrated process of incorporating company in E-Form INC 32 along with Memorandum of Association in E-Form INC 33 and Article of Association in E-Form INC 34.

  • COLLECTIVE PURPOSE OF FORM NO INC 32 STATED UNDER

Purpose of introducing the SPICe is to make a one form for reservation of name, incorporation of a company or for allotment of DIN.

WHILE  Incorporation of private company, public company, section-8, Producer company, one person company shall come under SPICe but with restricted subscribers up to seven.

  • Mandatory attachments for the Form INC 32

♦ Affidavit and declaration by first subscribers(s) and directors(s).

♦ Proof of office address (conveyance, lease, deed agreement etc.with rent receipts.

♦ Copy of utility bills (not older than two months).

  • SALIENT FEATURES OF SPICe

♦ INC 32 can be filed even if you have applied for the name of the company in INC 1. (This is the one major difference between INC 29 and the new E-Form).

♦ Thought MOA AND AOA shall be filed digitally, the signatures of directors (DIGITAL SIGNATURE) can be affixed with INC 33 and INC 34.

♦ The whole process is completely simplified by filing of MOA and AOA electronically.

  • KEY POINTS ABOUT SPICe-

♦ It provides for acquiring company’s PAN, TAN ESIC registration in a single step through E-Form 32.

♦ It provides for compulsory digital signatures for subscribers and witnesses in Memorandum of Association (e MOA) and Article of Association (e AOA).

♦ Maximum 3 Directors are allowed for using this form for application for allotment of DIN.

♦ It provides option for change in already approved name of the company.

♦ It also facilitates conversion of company limited by guarantee to company limited by shares via Form no INC 11.

♦ SPICe will be the sole, simplified versatile form available for incorporation of company.

PROCEDURE OF E-FORM INC-33(MEMORANDUM OF ASSOCIATION)

Prior to preparing the E-MOA ,based on the type of company to be incorporated, the appropriate table as per schedule 1 of the companies Act, 2013 must be selected.

Following table shall be selected according to the relevant companies

TABLE “A” Memorandum of Association of the company limited by shares

TABLE “B” Memorandum of Association of a company limited by guarantee and not having a share capital.

TABLE “C” Memorandum of Association of a company limited by guarantee and having a share capital.

TABLE”D” Memorandum of Association of a unlimited company and not having share capital.

TABLE”E” Memorandum of Association of a unlimited company and having share capital

PROCEDURE OF E-FORM INC-34(ARTICLE OF ASSOCIATION)

Prior to preparing the E-MOA ,based on the type of company to be incorporated, the appropriate table as per schedule 1 of the companies Act, 2013 must be selected.

Following table shall be selected according to the relevant companies

TABLE “F” Article of Association of the company limited by shares

TABLE "GArticle of Association of a company limited by guarantee and not having a share capital.

TABLE "H" Article of Association of a company limited by guarantee and having a share capital.

TABLE"I" Article of Association of a unlimited company and not having share capital.

TABLE"J" Article of Association of a unlimited company and having share capital

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