Simplified Proforma for Incorporating Company Electronically (SPICE)
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.
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
v 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:
§ Select the table applicable on Company
[A,B,C,D,E]. Based on selected
table, relevant fields would be displayed below
§ 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
§ 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 [2]witness.
§ 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.
v 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
- 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:
ü 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.
ü The e-Form
will not be auto approved (STP).
ü Companies
have option to go by route of e-form INC-32 or earlier route INC-1, INC-7,
DIR-12 and INC-22.
ü Director
has to give declaration at the end of the form that he have check the name on
MCA website and Trade Mark Website.
ü 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)
ü DSC of
professional will also affix on the form.
ü List
of main divisions of industrial activities given as Annexure A in the
instruction Kit of INC-32.
ü 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.
ü Only Three
re-submissions are allowed.
(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES
Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
Disclaimer:
The
entire contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation.
Although care has been taken to ensure the accuracy, completeness and
reliability of the information provided, I assume no responsibility therefore.
Users of this information are expected to refer to the relevant existing
provisions of applicable Laws. The user of the information agrees that the
information is not a professional advice and is subject to change without
notice. I assume no responsibility for the consequences of use of such
information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION
WITH THE USE OF THE INFORMATION. This is only a knowledge sharing initiative
and author do not intend to solicit any business or profession.
Sir, Will adding an extra point in Article of Association of Private Company in Spice Form 34, make the AOA entrenched?
ReplyDeleteShould we give those Clause details in Spice Form 32?
provisions of entrenchment is different from altered(entrenched) artcles
DeleteSir, Do we need to provide definition of Pvt co in the FORM-34 eAOA
ReplyDelete