akgoyal | Jun 9, 2018 |
All about SPICe Forms | Ministry of Corporate Affairs :FAQs On SPICe Forms
1How 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 RUN service and then input the SRN of approved RUN into SPICe.
2Is 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.
3What is the process for obtaining approved e-MOA (INC-33) and e- AOA (INC-34)
The users may obtain approvede-MOA (INC-33) and e- AOA (INC-34)through certified copies facility available on MCA.
4Is 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 basedoutsideIndia 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.
5Whether 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 SPICe (INC-32).
6Is a proposed Section 8 company required to file eMOA (INC-33), eAOA (INC-34) along with SPICe (INC-32)
No. Section 8 companies are mandatorily required to file MOA and AOA as pdf attachments to SPICe (INC-32).
7Is a proposed Part I company required to file eMOA (INC-33), eAOA (INC-34) along with SPICe (INC-32)
No. Part I companies are mandatorily required to file MOA and AOA as pdf attachments to SPICe (INC-32) along with form URC-1 which is to be filed as a linked form.
8Is 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.
9What are the exceptional scenarios in which pdf attachments (MOA, AOA) should be used instead of eMoA, eAoA with SPICe (INC-32)
The table below clarifies the specific scenarios in which the pdf attachments or electronic versions of MoA/AoA can be used with SPICe (INC-32):
| S. No. | Applicant | Forms Filing |
|---|---|---|
| 1 | Non-Individual first subscriber basedoutsideIndia | SPICe (INC-32) withapostillisedMOA and AOA as attachments |
| 2 | Non-Individual first subscriber based in India | SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) |
| 3 | Indian National being Subscriber other than director | SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) |
| 4 | Indian National being Subscriber-cum-Director | SPICe (INC-32) with linked filing of eMOA (INC-33) and eAOA (INC-34) |
| 5 | Foreign National being Subscriber other than 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) areNOTacceptable. |
| 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) areNOTacceptable. |
| 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.
10Can 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 filedONLYwith MOA and AOA. In such cases, the proposed company is NOT required to file the eMOA and eAOA under any circumstances.
11Can SPICe be used for incorporation of producer companies
Yes. SPICe is now the only form for incorporation of all types of companies. Hence, SPICe shall be used for incorporation of producer companies or Part I companies.
12If a body corporate is one of the subscribers/promoters, can DSC of an authorized Director be affixed
Yes.
13In 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. .
14Can 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.
15Can 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.
16What if there are more than seven subscribers to MoA and AoA
SPICe form shall be filed with MoA and AOA as attachments in case of more than seven subscribers.
17In 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.
18Is 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, MoA and AoA shall be attached manually to SPICe and DSC is not mandatory in such cases.
19Whether subscribers’ photo is required in SPICe forms
No. Subscribers photo is not required.
20How many resubmissions are permitted for SPICe forms
Two.
21Can OPCs be incorporated using SPICe forms
Yes.
22Can LLPs be incorporated using SPICe forms
No.
23What 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.
24Please 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.
25Is 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).
26What 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.
27Is refund applicable if SPICe forms get rejected
Yes.
28What is the maximum upload size of SPICe forms
6 MB.
29Can NIDHI Company be incorporated using SPICe forms
Yes.
30Is it mandatory to apply for PAN and TAN along with SPICe(INC-32)
Yes.
31What is the Fee payable for PAN and TAN
For PAN-Rs.110 and TAN-Rs.65 becomes payable.
32On 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 and TAN 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. Stakeholders may note that Finance Act, 2018 amended section 139A of the Income-tax Act, 1961 and removed the requirement of issuing PAN in the form of a laminated card. Hence, it is clarified that PAN and TAN mentioned in the COI issued by MCA shall also be treated as sufficient proof of PAN and TAN for the said company assessees.
33Whether 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
34Are 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
AO Codes for TAN
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
35What 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 tocrc.escalation@mca.gov.in.
36What if an applicant for allotment of Director Identification Number (DIN) has been identified as a potential duplicate in SPICe
If SPICe form is filed containing details of a DIN applicant who has been identified as a potential duplicate following message shall be displayed along with Yes and No options- The system has identified applicant(s)<fathers name=””>as potential duplicate because the contents are matching with an already filed DIN application form. Please ensure that no DIN has already been allotted to the applicant. If you still wish to continue say Yes. Please note that DIN application shall be approved only after due verification by MCA . If the user selects No, then the filing of eForm shall not be allowed.</fathers>
37How to enter an already approved name in SPICe form
A name which has been approved using RUN service can be entered in SPICe against the field SRN of RUN. Based on the SRN entered, the Entity type, proposed name and any other relevant fields will be auto-filled by the system. Please use the same user login ID which was used for reserving the name for submitting and uploading SPICe, INC-12 and INC-24 forms.
38What is the fee change in the SPICe form
Fee liable to be paid along with the SPICe form may be classified as follows:
| S. No. | Description |
|---|---|
| I | Filing fee for SPICe form |
| II | Registration fee for MoA |
| III | Registration fee for AoA |
| IV | Filing fee for URC-1 (if applicable) |
| V | Stamp duty as applicable for SPICe/ MoA/ AoA |
I) Fee for Integrated Incorporation Form
(a) In case of company having share capital
| Nominal Share Capital | Fee applicable |
|---|---|
| Up to 10,00,000 | N/A |
| More than 10,00,000 | Rupees 500 |
(b) In case of company not having share capital
| Number of members | Fee applicable |
|---|---|
| Up to 20 members | N/A |
| More than 20 members | Rupees 500 |
II) Registration fee for Memorandum of Association (MOA)
(a) In case of company having share capital
If fee payable on the authorized capital is exceeding Rupees two crore and fifty lakhs then the fee applicable shall be limited totwo crore and fifty lakhs only.
(b) In case of company not having share capital
| Number of members | Fee applicable |
|---|---|
| Up to 20 members | N/A |
| More than 20 but up to 200 members | 5,000 |
| More than 200 members (If number of members not stated as unlimited in AOA) | 5,000 + Rupees 10 for every member, after the first 200 |
The maximum fee payable to the Registrar for registration of a new company not having share capital is fixed at rupees 10,000.
III) Registration fee for Articles of Association (AOA)
(a) In case of company having share capital
| Nominal Share Capital | Fee applicable |
|---|---|
| Less than 1,00,000 | N/A |
| 1,00,000 to 4,99,999 | N/A |
| 5,00,000 to 10,00,000 | N/A |
| 10,00,001 to 24,99,999 | Rupees 400 |
| 25,00,000 to 99,99,999 | Rupees 500 |
| 1,00,00,000 or more | Rupees 600 |
(b) In case of company not having share capital
| Number of members | Fee applicable |
|---|---|
| Up to 20 members | N/A |
| More than 20 members | Rupees 200 per document |
IV) Filing fee for URC-1 (if applicable)
Shall be charged as per the form fee prescribed for URC-1.
V) Stamp duty as applicable for SPICe/ MoA/ AoA
State wise stamp duty shall be charged as per the Stamp Duty Act.
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