Pursuant to Section 4, 7, 8(1), 12, 152 and 153 of the Companies Act, 2013 read with rules made thereunder.

As per Companies(Incorporation) Amendment Rules, 2020, changes have been made in existing rule 9.

As per the Amendment in Incorporation rules, Government has made changes in e-forms for incorporation of Company in India. Now, for incorporation one shall use web service SPICE+, SPICE MOA, SPICE AOA AND AGILE PRO form for ease of doing business.

SPICE means “Simplified proforma for Incorporating Company Electronically”.

Steps taken for greater ease of doing business:

• Reserving a Company name in now child’s play,
• DIN not required prior to filing AGILE-PRO,
• Nine services in one form: DIN, Name Reservation, Incorporation, PAN, TAN, GST Identification Number (Optional), Employees Provident Fund Organisation Registration, Employees State Insurance Corporation Registration & Opening of Bank Account of Company.
• Speedy incorporation Approvals from CRC. (Max. 1 working day)

 
Following is the detailed procedure for incorporating a Company in 2 working days.

Application for reservation of name: -Through SPICE+ PART A:
SPICe+ Part A represents the section wherein all details with respect to name reservation for a new Company has to be entered.

Section 4: (1) The name stated in the memorandum shall not:

• Be identical with or resemble too nearly to the name of an existing Company registered under this Act or any previous Company law
• Be such that its use by the Company— (i) will constitute an offence under any law for the time being in force; or (ii) is undesirable in the opinion of the Central Government.
• Without prejudice to the provisions of sub-section (2), a Company shall not be registered with a name which contains
• Any word or expression which is likely to give the impression that the Company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force
• Such word or expression, as may be prescribed, unless the previous approval of the Central Government has been obtained for the use of any such word or expression.
• A person may make an application, in such form and manner and accompanied by fee of Rs. 1,000/-, to the Registrar for the reservation of a name set out in the application from MCA site directly, no need to file any fresh form to file the same.

 
Processing Type Processing will be in Non-STP mode

• SRN Generation: On successful submission of the proposed name in Spice+, SRN will be generated and shown to you which will be used for future correspondence with MCA.
• Challan Generation: On successful submission of the proposed name in Spice+, Challan will be generated depicting the details of the fees paid by the user to MCA.
• Email: When a proposed name is approved/ rejected by the authority concerned, an acknowledgement of approval/rejection with related documents, if any is sent to the email id of the applicant.
• Approval/ Rejection Letter: When an e Form is approved/rejected, name approval/ rejection letter is generated, digitally signed by the Registrar and shall be sent to the email id of the applicant. Rejection letter is generated on the basis of rejection codes defined by MCA.

 
Application for Incorporation (Structure of the Company):- Through SPICE+ PART B:
SPICe+ Part B represents the section wherein all remaining details required for incorporation of a Company has to be entered

Details required to be filled in SPICE+ Part B:

• Capital of the Company
• Registered Address of the Company
• Directors Details
• Subscriber/Members Details

Note: SPICe+ Part A can either be submitted individually ONLY 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 shall be enabled only after the SRN of SPICE+ Part A is ‘Approved’ i.e. the name is reserved.

Finalisation of Main Objects and Memorandum & Articles of Association of the Company and other documents: –
After filling SPICE+ PART B of the Company, next step is to finalise the main objects and Memorandum & Articles of Association.

• MOA shall be in respective form as prescribed in Table A, B, C, D and E of Schedule I as may be applicable and Adoption of Articles of Association shall be in respective form as prescribed in Table F, G, H, I and J of Schedule I as may be applicable. At least two subscribers are required for subscribing to the Memorandum of Association to form a Private Limited Company. In case of foreign subscribers, they have to authorise some other Indian persons who will digitally sign the MOA & AOA on their behalf. If the foreigners/NRI is physically present in India, their digital signature can be used to subscribe MOA & AOA.
• The subscribers digitally sign the SPICE MOA and SPICE AOA with their Digital Signature.

 
SPICe+ eform for GSTIN / EPFO / ESIC / Profession Tax / Bank Account:- Through AGILEPRO:

Web form AGILE-PRO is required to be filed pursuant to Rule 38(A) of the Companies (Incorporation) Rules, 2014. The application for incorporation of a Company under rule 38 shall be accompanied with AGILE-PRO (INC-35).

The application for incorporation of a Company under rule 38 shall be accompanied by e-form AGILE – PRO (INC-35) containing an application for registration of the following numbers, namely: –

• GSTIN
• EPFO
• ESIC
• Profession Tax Registration
• Opening of Bank Account

 
Registered Office:
Within 30 days Company shall furnish verification of Registered Office to ROC. Following documents are requiring to be attached in form to file with Registrar.

• Proof of Registered office (Sale/Purchase Deed-if owned, rent agreement & NOC- If Rented) and
• Utility Bill, that is not older than two months.

 
Director:
For Incorporating a Private Limited Company, there should be at least two persons required to be appointed as director, and minimum 3 directors in case of Public Company. And maximum Number of Directors is 15(Fifteen). In case of foreign Company, one director must be an Indian Resident.
 
Approval from ROC:
Once the e Form is processed and found complete, Company would be registered and CIN would be allocated. Also DINs gets issued to the proposed Directors who do not have a valid DIN. Also PAN and TAN would get issued to the Company.
 
Conclusion :
The Ease of doing business initiatives taken by the Government over the last few years has significantly advanced the process of Company incorporation. However, by making the best possible use of technology, a Company may now get incorporated in a few days, thus making millions of dreams comes into reality.

Written by
gkkedia