How to incorporate a company?


How to incorporate a company?

So let’s start topic for today……

I’ll simplify the procedure for u to understand the entire law in just few steps…. In this we first understand how the companies are incorporated earlier through SPICe and now how the companies are formed through SPICe + the shift from SPICe to SPICe + is necessary to save cost , time and efforts and to simplify the whole procedure also… It is also introduced to interlink all the government departments to serve more effectively and efficiently…. SPICe+ aims to offer about 10 services by three Central Government Ministries and Departments (Ministry of Corporate Affairs, Ministry of Labour and the Department of Revenue in the Ministry of Finance) and one State Government (Maharashtra). The form is an integrated web form with a single-window for multiple services.

SPICe

Step 1 : First we have to apply for DSC (Digital Signature)

Digital Signature Certificates (DSC) are the digital equivalent (that is electronic format) of physical or paper certificates. … Likewise, a digital certificate can be presented electronically to prove one’s identity, to access information or services on the Internet or to sign certain documents digitally. This step is common for all i.e for foreign directors also..

Step 2 : Now we have to apply for DIN (Directors Identification Number)

DIN Number is a unique 8 digit number that is required for any existing or proposed Director of a Company Which can be obtained either applying from DIN3 or to directly apply in SPICe

Step 3 : Now in this step we have to go through Name Approval Procedure

For name approval you can applying in either RUN (Reserve Unique Name) form. Reserve Unique Name (RUN) is a web service used for reserving a name for a new company or for changing its existing name. … Before the RUN web-form was introduced, all applications concerning company names were to be made in the Form INC-1.

And another way is to directly applying in SPICe form. Firstly for name approval you name should be unique from others if it is closely matching any other name then your name approval request is rejected and if you are applying for a new name then it is advised to first register it for a trademark then it is almost sure for your name approval request. Now another point if a subsidiary of a foreign company wants a name similar to its parent company then they have to submit a NOC document from the parent company to the native country.

How to incorporate a company?
How to incorporate a company?

Step 4 : Form SPICe (Simplified Proforma for Incorporating Company Electronically)

SPICe (Simplified Proforma for Incorporating a Company Electronically) is a comprehensive form through which an application for:

  • Name reservation
  • Incorporation of a company
  • Allotment of DIN
  • Application for PAN/TAN

can be made on a fast track mode.

Now we can discuss the Procedure for such application

First, important thing is to obtained the approval from the registrar of companies for the name of the company. If the approval is already obtained details of SRN of RUN(Reserve Unique Name) have to be provided.

Second, In Field [1(a to f)] we have to provide details of the type of company shall be selected from the options given there i.e. Sec 8 company , new company , producer company , LLP to company , Firm to company , others .

Third, In Field [2(a & b)] we have to provide Main division of industrial activity has to be provided as per the Annexure A.

Forth, In Field [4(a, b & c)] Correspondence address shall be the mailing address of the company until the time the registered office is established. A valid email id should be entered as all important communication is sent through the mail. The option of whether the address of correspondence is the address of the registered office of the company has to be selected.

Fifth, In Field[(5(a)] Particulars of the proposed/approved name have to be entered. In case the name is already approved via RUN this field will be pre-filled on the basis of the SRN entered.

Sixth, In Field [6(a)] we have to fill details of first subscribers.

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Seventh, In Field [ 7(a)] we have to fill complete details of directors of the company.

Eighth, In Field[8(a & b)] Details regarding State/Union Territory in respect of which stamp duty is paid will be pre-filled based on the address stated. The mode of payment of stamp duty shall be stated. The option “No” can be selected only if it is not mandatory for the particular state/union territory and option “not applicable” can be selected only if the stamp duty is Nil after taking into consideration all the documents. Further, details of stamp duty paid/to be paid shall be entered in detail.

Ninth, In Field [9] Information relating to PAN and TAN should be filled. The source of income should be selected. If the source of income selected is Income from business/profession the appropriate code shall be entered.

Tenth, In Field[10] If employer registration has to applied through e-biz service details of the type of unit, nature of work and the sub-category of work should be filled in.

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Eleventh, In Field[11 to 15] Applicability of Employees Provident Fund and Miscellaneous Provisions Act 1952, number of employees to be covered under the Employee Provident Fund Act and number of employees earning less than INR 15000 employed directly/through a contractor covered under Employees State Insurance Act should be mentioned. If there is a need for Importer Exporter code the same should be mentioned. The proposed amount of the investments should be mentioned on a line to line basis.

Twelfth, MOA, AOA and Declaration by first subscribers and directors have to be attached to the form.

Thirteenth, The declaration section consists of a declaration to be made by the authorised director affirming the requirements of the Companies Act 2013 has been complied with. A professional in the capacity of a Chartered Accountant/Company Secretary/Cost Accountant/Advocate should digitally sign the form and mention the membership number and certificate of practice number.

Fourteenth, The Eform should be digitally signed by the proposed director and he/she shall mention the DIN/PAN number.

Fifteenth, Atlast pay the applicable fees.

The whole process is the same for Indians as well as foreign nationals.

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But now we have to discuss documents required in case of Indian directors or in case of NRI director

  • Identity Proof
    • For Indian directors i.e. Applicant’s Passport, PAN Card, Driving Licence, Post office ID Card, Bank Account Passbook.
    • For NRI Directors i.e. Attested copy of Applicant Passport, Attested copy of VISA (If the applicant is out of the native country), Attested copy of Resident Permit certificate (If the applicant is in India)
  • Address Proof
    • For Indian Directors i.e. Aadhar Card, Voter ID Card, Driving Licence, Registration Certificate, Utility bills, Service Tax / VAT Tax / State Tax registration Certificate, Property Tax, Municipal Corporation Receipt.
    • For NRI Directors i.e. Attested copy of Applicant Passport, Attested copy of any other Government issued Address Proof

The identity and address proof of foreign nationals must be attested by the following authorities:

  • Embassy of Native Country (If applicant is out of native country)
  • Apostilized by Native Country, after Public Notary (if country is in Hague Convention)
  • Consularized by Native Country, after Public Notary (if country is not in Hague Convention)

SPICe +

  • is an integrated Web Form.
  • consists of two parts:

Part A: Name Reservation for New Companies

Part B: Offering bouquet of services which are as follows:

1. Incorporation
2. DIN allotment
3. Mandatory issue of PAN
4. Mandatory issue of TAN
5. Mandatory issue of EPFO registration
6. Mandatory issue of ESIC registration
7. Mandatory issue of Profession Tax registration (Maharashtra)
8. Mandatory Opening of Bank Account for the Company and
9. Allotment of GSTIN (if so applied for)

Features of SPICe +

1. User has flexibility to apply for Part A and Part B together at one go or first apply for Part A, Name Approval thereafter Part B, for Incorporation and other services.

2. If only SPICe+ Part A Submitted for Name Approval, the fees and resubmission is same as earlier.

3. Approved Name and related incorporation details as submitted in Part A would be automatically pre-filled in all linked forms such as AGILE-PRO, SPICE. MOA, SPICe AOA, URC-1, INC-9 (as per applicability).

4. Declaration by all Subscribers and first Directors in INC-9 shall be auto-generated in pdf format and would have to be submitted only in Electronic form in all cases, except where Total number of subscribers and/or directors is greater than 20 and/or any such subscribers and/or directors has neither DIN nor PAN.

5. All Check form and Pre-scrutiny validations (except DSC validation) will be on web form itself.

6. For ease of filing SPICe+, information once entered can be saved and modified before submission

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7. Once the SPICe+ is filled completely with all relevant details, the same would then have to be converted into pdf format, for affixing DSC.

8. Changes/modifications to SPICe+(even after generating pdf and affixing DSC scan also be done by editing the same web form application which has been saved, only till five attempts, after that whole process to be restarted

9. DSC validation and other validations will be done at the time of uploading the form with all other linked forms.

10. Registration for EPFO, ESIC and Professional Tax (For state of Maharashtra) is mandatory for all 2020 new companies incorporated through SPICe wef 23 February

11. All new companies incorporated through SPICE+ w.e.f 23 February, 2020 would also be mandatorily required to apply for opening the company’s Bank account through the AGILE-PRO linked web form.

Procedure to incorporate under SPICe + w.r.f 23.02.2020

1. Login to MCA Portal, Click on MCA Services, under Company Services click on SPICE

2. Click on New Application in case of Fresh application.

3. On Clicking, Existing Application, user can view Application Number along with Proposed/approved Name.

4. On Clicking New Application, SPICe Part A gets enabled which contains fields relating to Name Reservation such as Type, Class, Category, Sub-Category, Main division of industrial activity of the Company along with description of main division and Particulars of the proposed or approved name.

5. Click on Auto-check button to enable the first level automatic scrutiny of the Proposed Name as per name rules.

6. On Successful Completion of Part A, User can click on submit for Name Reservation or Proceed for Incorporation or Cancel option.

7. If opted for Proceed for Incorporation, Part B gets enabled containing various sections with ‘Save and Continue’ button. Each Section contains separate Check Form validation

8. Enter the basis details related to the Proposed Company Incorporation

Thank you

This Article is written by VISHAL ARYA.

Tags : Company Laws


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