SPICE

Incorporation under SPICe Forms-FAQ

FAQs On Incorporation under SPICe Forms

  1. How many names can be applied for in SPICe (INC-32)?

Only one. However, for reservation of a name prior to filing SPICe (INC-32), you may use INC-1 (in which up to 6 names can be proposed) and then input the SRN of approved INC-1 into SPICe.

2. Is INC-22 still required to be filed with SPICe?

It is not required to be filed with SPICe (INC-32) if a company is registered with the same address as the address for correspondence (in INC-32). In case the registered address is different, INC-22 is required to be filed within 30 days of its incorporation, for intimating the registered office address.

3. What is the process for obtaining approved e-MOA (INC-33) and e- AOA (INC-34)?

The users may obtain approved e-MOA (INC-33) and e- AOA (INC-34) through certified copies facility available on MCA.

4. Is it mandatory to use eMoA and eAoA? Can physical copies of MoA/AoA be signed and attached with SPICe forms?

Yes. It is mandatory to use eMoA (INC-33) and eAoA (INC-34) in case of the following:

– individual subscribers are Indian nationals

– individual subscribers who are foreign nationals in case they valid DIN and DSC and also submit a proof of a valid business visa

– non-individual subscribers based in India.

Physical copies of MoA/AoA is required to be signed and attached in case non-individual first subscribers are based outside India or individual foreign subscribers do not possess a valid business visa.

In case physical copies of MoA/AoA is required to be submitted, then eMoA/eAoA shall not be attached. Please refer FAQ Q.8 for more details.

5. Whether eMOA (INC-33) and eAOA (INC-34) is to be filed with SPICe (INC-32) in respect of non-individual first subscribers who are based outside India?

No. In respect of non-individual first subscribers who are based outside India, pdf attachments of apostillised MOA and AOA shall be attached with (INC-32).

6. Is a proposed Section 8 company required to file eMOA (INC-33), eAOA (INC-34) along with  (INC-32)?

No. Section 8 companies are mandatorily required to file MOA and AOA as pdf attachments to  (INC-32).

7. Is PAN and AADHAAR mandatory?

Yes. The companies (incorporation) rules notified has liberalized many requirements in respect of Proof of Identity and Proof of residence in respect of Subscribers and Directors. The Companies (Incorporation) third Amendment Rules dated 27th July 2016 has relaxed the mandatory attachment of proof of identity and residence in respect of a subscriber having a valid DIN.

8. What are the exceptional scenarios in which pdf attachments (MOA, AOA) should be used instead of eMoA, eAoA with (INC-32)?

The table below clarifies the specific scenarios in which the pdf attachments or electronic versions of MoA/AoA can be used with (INC-32):

S. No. Applicant Forms Filing
1 Non-Individual first subscriber based outside India SPICe (INC-32) with apostillised MOA and AOA as attachments
2 Non-Individual first subscriber based in India (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
3 Indian National being Subscriber other than director (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
4 Indian National being Subscriber-cum-Director (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34)
5 Foreign National being Subscriber other than director having valid DIN (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) alongwith Valid Business Visa to be submitted.
In case Business Visa is not available, apostillised MOA and AOA shall be attached and in such cases, eMOA (INC33) and eAOA (INC-34) are NOT acceptable.
06 Foreign National being Subscriber-cum-Director having valid DIN SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) alongwith valid Business Visa to be submitted.
In case Business Visa is not available, apostillised MOA and AOA shall be attached and in such cases, eMOA (INC33) and eAOA (INC-34) are NOT acceptable.
7 Foreign National being Subscriber-cum-Director not having valid DIN SPICe (INC-32) with apostillised MOA and apostillised AOA as attachments.

Note: In all the above mentioned cases, the maximum number of subscribers allowed shall be 7 for filing of SPICe form.

Stakeholders may kindly note that in case SPICe (INC-32) has been filed with linked filing of eMOA (INC33) and eAOA (INC-34) without attaching business visa as required under Rule 13 (5) (d) of the Companies (Incorporation) Rules, 2014, the form is liable to be rejected (Marked as Invalid and Not to be taken on record) without putting for resubmission.

9. Can I attach MOA and AOA for few subscribers and form INC-33(eMOA) and INC-34(eAOA) for other subscribers for same company?

No. In case the proposed company is required to file MOA and AOA due to any of the above mentioned conditions, then SPICe (INC-32)shall be filed ONLY with MOA and AOA. In such cases, the proposed company is NOT required to file the eMOA and eAOA under any circumstances.

10. Can SPICe be used for incorporation of producer companies?

No. For incorporation of producer companies, unregistered companies and companies being formed with more than 7 subscribers, new version of INC-7 shall be used.

11. If a body corporate is one of the subscribers/promoters, can DSC of an authorized Director be affixed?

Yes.

12. Can, foreign subscribers file SPICe (INC-32) or are they required to file in INC-7?

Yes, foreign subscribers having valid DIN can file SPICe(INC-32) with eMoA(INC-33) and eAoA(INC-34) as linked forms if they have a valid business visa. However, in case of foreign individual subscribers without a valid DIN, form INC-32 shall be used with physical MoA and AoA.

13. In SPICe AoA (INC-34) if additional Article is required, how to enter the same?

SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles. .

14. Can we enter the conditions of private company as required under Section 5 of the Companies, Act, 2013 in SPICe AoA(INC-34)?

Yes, SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles.

15. Can we enter the names of first directors as required under Companies Act, 2013, in SPICe AoA (INC-34)?

Yes, SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles.

16. What if there are more than seven subscribers to MoA and AoA?

INC-7 shall be used.

17. Which attachments are removed in SPICe form?

Attachment no. 7 (Proof of relation) and 9 (NOC from any other person) are deleted.

18. In case of subscriber to the memorandum is a foreign national residing outside India, his signatures and address etc. shall be witnessed by a Notary Public/Embassy/Consulate offices of Embassies as per the Rule 13 of the Companies (Incorporation) Rules, 2014. In such cases, how the DSC of such a witness be affixed?

In such cases, SPICe (INC-32) shall be filed with manually signed and duly attested MoA and AoA.

19. Is DSC mandatory for Subscribers?

Yes, DSC is mandatory for all subscribers and witnesses in eMoA(INC-33) and eAoA(INC-34). eMoA and eAoA shall be used only where the maximum number of subscribers do not exceed 7. In case the number of subscribers are more than 7, INC-7 shall be used and DSC is not mandatory in such cases..

20. Can we use SPICe form now for resubmitting incorporation applications filed in form INC-2 /7 earlier?

No. SPICe cannot be used in such cases. However, form INC-2/7 shall be available for resubmission cases only for a period of 15 days from the date the form was sent for resubmission by CRC.

21. Whether subscribers’ photo is required in SPICe forms?

No. Subscribers’ photo is not required.

22. How many resubmissions are permitted for SPICe forms?

Two.

23./Can OPCs be incorporated using SPICe forms?

Yes. Form INC-2 will no longer be available for filing.

24. Can LLPs be incorporated using SPICe forms?

No.

25. What is the word limit for writing objects in eMoA?

For main Objects (Field 3(a)), character limit is 20,000 and for furtherance of objects (Field 3(b)), it is 1,00,000 characters.

26. Please clarify on attestation requirements in respect of foreign companies wanting to form a subsidiary in India?

Attestation requirements will be as per Rule 13 of the Companies (Incorporation) Rules, 2014.

27. Is SPICe eMoA (INC-33) and SPICe eAoA (INC-34) to be uploaded separately?

SPICe eMoA and eAoA have to be uploaded as ‘Linked Forms’ to SPICe (INC-32).

28. What if the subscribers to eMoA and eAOA are at different places as only one witness is provided?

eMoA and eAOA would be witnessed after all subscribers have signed as is happening presently.

29. Is refund applicable if SPICe forms get rejected?

Yes.

30. What is the maximum upload size of SPICe forms?

6 MB.

31. Can NIDHI Company be incorporated using SPICe forms?

Yes.

32. Is it mandatory to apply for PAN and TAN along with SPICe(INC-32)?

Yes.

33. What is the Fee payable for PAN and TAN?

For PAN-Rs.107 and TAN-Rs.63 becomes payable.

34. On approval of SPICe how PAN & TAN is communicated to the user?

On approval of SPICe forms, the Certificate of Incorporation (CoI) is issued with PAN as allotted by the Income Tax Department. An electronic mail with Certificate of Incorporation(CoI) as an attachment along with PAN and TAN is also sent to the user. Further PAN card shall be issued by the Income Tax Department.

35. Whether fee towards PAN and TAN is payable separately?

No. A consolidated challan gets generated at the time of filing SPICe(INC-32) which shall contain applicable fee towards

(i) Form Fee

(ii) MoA

(iii) AoA

(iv) PAN

(v) TAN

36. What is the next step after filing SPICe forms and making payment?

The user is required to visit the MCA portal and access the service ‘Submit application for PAN and TAN’. He has to download 49A(PAN) and 49B(TAN) and upload them on the same screen after attaching his DSC. He has to upload these forms(PAN&TAN) within 2 days of filing the SPICe form failing which the entire SPICe form would be marked as Invalid and Not to be taken on record.

37. Please provide the contact details of officer responsible if PAN Card is not received by the user?

After receipt of Certificate of Incorporation (with PAN indicated therein as allotted by the Income Tax Department) in case of non-receipt of PAN card, stakeholders shall check the status at www.TIN-NSDL.com

38. What are various steps to be followed while uploading PAN(49A) and TAN(49B) applications?

Please click here  style=’user-select: auto !important;resize: none;font-variant-ligatures: normal; font-variant-caps: normal;orphans: 2;widows: 2;-webkit-text-stroke-width: 0px; float:left;word-spacing:0px’ alt=Pdf title=”PDF file that opens in new window. To know how to open PDF file refer section of Viewing File Formats under Help & FAQs main menu located at top.” v:shapes=”_x0000_i1025″> (1.18 MB)for step by step process

39. What is the maximum size of Form 49A and 49B allowed for upload?

Maximum size allowed for form 49A and 49B is 2 Mb. Follow the link below on how to reduce file size

http://www.mca.gov.in/Ministry/pdf/FAQ_pdf_size.pdf  (179 KB)

40. What are the file naming conventions for 49A and 49 B?

Please make sure that the file name does not have any special character. Spaces in file name are also not allowed.

41. Who is authorized to affix digital signatures on 49A and 49B form?

Director who has digitally signed Form INC-32 is only authorized to digitally sign Form 49A and Form 49B.

42. Is resubmission of Form 49A (PAN) and Form 49B(TAN) also required in case Form SPICe (INC32) is marked in resubmission?

Since Form 49A(PAN) and Form 49B (TAN) is generated from information provided in Form SPICe (INC-32) hence post resubmission of Form SPICe (INC-32), Form 49A (PAN) and Form 49B (TAN) needs to be generated again using service “Submit Application for PAN and TAN” and submitted again after affixing digital signatures

43.Form 49A(PAN) and 49B(TAN) is generated blank, what should be the next step?

Instead of opening the documents directly please save Form 49A(PAN) and 49B(TAN) to your local directory and then affix signatures to it.

44. Are AO codes for PAN and TAN different? Where can one find these AO Codes?

AO codes for PAN and TAN are different and can be found at links below. Please do not affix or suffix zeros to AO codes.

AO Codes for PAN

https://www.tin-nsdl.com/pan/pan-aocode.php

AO Codes for TAN

https://www.tin-nsdl.com/tan/tan-ao-code.php

Example:

AO code for PAN for Dilshad Garden area in Delhi is DEL W 64 1 while AO code for TAN Delhi is DEL W 391 1

45. What is the mode of grievance redressal?

In case of technical problems i.e., form upload, pre-scrutiny errors, DSC related, payment related queries, please raise a ticket on www.mca.gov.in/myservices and await a resolution. You may also call up Corporate Seva Kendra at 0124-4832500 after 48 hours if ticket is not resolved. In case of resubmission / rejection remarks, please contact 0124-4832500 and select option 1 for CRC. For escalation you may send a mail to crc.escalation@mca.gov.in .

 

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