Simplified Proforma for Incorporating Company Electronically (SPICE)

INC-32 FEATURES

New features/ Options of e-form INC-32 introduced by Ministry on 03.10.2016 itself

(In pursuance of sections 4,7,12,152 and 153 of the Companies Act, 2013 read with rules made there under)

Ministry of Corporate Affairs (‘MCA’) has come up with new rules for Incorporation of Company with simplified procedure.

http://www.mca.gov.in/Ministry/pdf/CompaniesIncorporationFourthAmendmentRules_01102016.pdf

An appreciable step is taken by Ministry of Corporate Affairs by introducing E-Form INC-32 under SPICE scheme vide MCA's notification dated 01/10/2016 notifying Companies(Incorporation) Fourth Amendment Rules, 2016. SPICE means Simplified Proforma for Incorporating Company Electronically.  Through this notification, MCA has notified simplified integrated process for incorporating a 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. Hence, through this initiative, MCA has simplified the procedure for incorporation by introducing filing of predrafted Memorandum and Article of Association electronically, which will make lots of work easier for the professionals.

Simplified Proforma for incorporating Company Electronically (SPICE)

New Rule No. 38 has been inserted into Company (Incorporation) Rules, 2014 w.e.f. 02.10.2016.

Law(s) Governing the e-Form- In pursuance of sections 4,7,12,152 and 153 of the Companies Act, 2013 read with rules made there under.

Purpose of the e-Form –    

Now w.e.f. 02.10.2016 MCA has introduced new e-form INC-32. This form is one step ahead of Form INC-29. This form is available on MCA w.e.f. 03.10.2016.

• Incorporation of Seciton-8 Company permitted through this form.[1]
• Incorporation of Producer Company permitted through this form.
• Minimum authorized and subscribed share capital required for an OPC is Rupee one or a private company having share capital is Rupees two and in case of a public company Rupees seven
• Total number of first subscribers are restricted to seven considering possibility of affixing maximum DSCs in form SPICE MOA (INC-33) and form SPICE AOA (INC-34)

Key Features of e-form INC-32 

The integrated e-Form INC-32 is available with effect from 03.10.2016 for One Person Company, Private Company, Public Company, Section 8 Company and Producer Company.

First Major Change in INC-32

The e-Form INC-29 does away with the need for reserving a name for the company prior to applying for its incorporation. But there was a restriction in INC-29 i.e. if Company filed INC-1 for proposal of name then it was not possible for the Company to file INC-29. Because INC-29 was not providing the way to file if company already has got name approval by INC-1.

But INC-32 this feature has been changed. At point No. 5(a)(i) of INC-32 there is a option “Whether Name is already approved by Registrar of Companies” Company has to select  Yes or No in this Option.

In case of Yes (Means Company has got name approval in INC-1) then mention the SRN of such INC-1. But in case name is not approved by INC-1 then mention the name and significance as we were applying in INC-29.

Second Major Change in INC-32

E-memorandum of Association: This is new feature. Now e-MOA (Electronic MOA) has been prescribed by MCA.  In e-form No. INC-33. This is the first time facility provided by the Ministry to prepare MOA & AOA in electronic mode.

Information Required to be Mentioned In Form INC-33:

a. Select the table applicable on Company [A,B,C,D,E]. Based on selected table, relevant fields would be displayed below

b. SRN of INC-1, If filed. (this should be same as mentioned in the linked form INC-32)

• Then press Prefill button.
• Then Name and State will be prefilled.
• Give the correct details of the objects to be pursued by the company.
• Mention the required information (furtherance of object, Share Capital, subscriber details, liability clause) in the form

If INC-1 not filed then fill the following information

• Mention the Name of Company
• State of Incorporation
• Objects of Company
• Furtherance of Object
• Fill the subscriber sheet
• Detail of Capital of the Company

c. Instead of Signature of Subscriber affix the DSC of subscribers.

d. By affixation of DSC of the subscriber on the INC-33 (e-moa) date of signing will be filling automatically by the form.

e. Instead of Signature of witness affix the DSC of [2]witness.

f. Click on Check form and file with INC-32 in linkage.

Drawback INC-32 

• Maximum details of subscribers allowed through form SPICe (INC-32) is SEVEN. In case of more subscribers, follow the normal incorporation procedure.
• Maximum three Directors are allowed for using this integrated form for filing application of allotment of DIN while incorporating a Company.

E-Article of Association: This is new feature. Now e-AOA (Electronic AOA) has been prescribed by MCA.  In e-form No. INC-34. This is the first time facility provided by the Ministry to prepare MOA & AOA in electronic mode.

Information Required to be Mention In Form INC-34:

• Select the applicable standard table as notified under Schedule I to the Companies Act, 2013.
• On the basis of selection, relevant ‘Articles’ clauses will be appear.
• To hide any article, click on 1st check box ‘Not applicable’ against the respective article.
• To entrench the article, click on 2nd check box ‘Altered’ against the respective article.
• Director name(s) should be entered mandatorily under “Board of directors”. Mention different appointments as a sub-article E.g. (a) – Managing Director, (b) – Director Names etc.
• Articles in addition to the standard table shall be mentioned in last blank box ‘Others
• Mention SRN of INC-1, If filed. If not filed then mention the proposed name.
• Instead of writing of clause of AOA just select from any two options IF
  - Not Applicable’ or
• Altered
• Instead of Signature of Subscriber affix the DSC of subscribers.

By affixation of DSC of the subscriber on the INC-33 (e-moa) date of signing will be filling automatically by the form.

• Instead of Signature of witness affix the DSC of [3]witness.
• Click on Check form and file with INC-32 in linkage.

Mandatory Attachments:

• Affidavit and declaration by first subscriber(s) and director(s);;
• Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts);
• Copy of the utility bills (not older than two months)

Note:

• The provisions of sub-rule (2) to sub- rule (13) of rule 36 of Company Incorporation Rules shall apply mutatis mutandis for incorporation of Company.
• The e-Form will not be auto approved (STP).
• Companies have option to go by route of e-form INC-32 or earlier route INC-1, INC-7, DIR-12 and INC-22.
• Director has to give declaration at the end of the form that he have check the name on MCA website and Trade Mark Website.
• DSC of Director will be affix on form. {In case of director don’t have DIN then mention PAN No. of director at the place of affixing of DSC)
• DSC of professional will also affix on the form.
• List of main divisions of industrial activities given as Annexure A in the instruction Kit of INC-32.
• Only one name can be applied for approval in this e-form. Therefore, one is advised to duly check the proposed name and follow name availability guidelines, existing trade marks to avoid rejection.
• Only Three re-submissions are allowed.

[1] This was not allowed in INC-29.
[2] In case of  the witness doesn’t have DSC then follow the normal incorporation procedure.
[3] In case of witness don’t have DSC then follow the normal incorporation procedure.