RESEARCH WORK- COMPANY LAW

MCA introduced SPICe+ Form for Ease of Doing Business

Background:

The Ministry of Corporate Affairs (MCA) has fuelled the Government of India’s ease of doing business initiative. The MCA has launched a web-form called SPICE+, application form used for registering or incorporating a company under MCA portal. This integrated web form will save many lengthy procedures, save time and cut expenditures for starting a new business in India (Applicable from 15th February 2020).

Draft the following issues:-

Q. 1- Whether the procedure for registration of company has been recognized under company laws & rules? 

The procedure for registration of company is not given under company’s Act directly the certain section of the act talks about different company’s formation. In India company registration is also known as incorporation of company. The registration process is to be done under the guidance of Ministry of Corporate Affairs.[1]

In section 2(69) of the companies act 2013, defines Promoters.

In section 3 of the companies act 2013 gives detail for the basic requirement of forming a company.

Then in section 7 of the companies act 2013, talks about the registration or incorporation of a company.

The procedures to register the company are:-

  • To acquire DIN Director Identification Number by filing form DIN-1.
  • To acquire Digital Signature Certificate
  • Fill the Form No. 1 by citing address of the registered office of the firm with the signature of the firm to attain the name of the company.
  • After MOA and AOA have been stamped, the documents must be signed by the promoters of the firm. 
  • Take the certificate of incorporation from the registrar of companies.
  • Then make a seal which is applicable for the private limited companies. By making a seal the firms can deliver the share certificates and other documents.
  • Then procure PAN (Permanent Account Number) from National Security Depository Ltd.
  • Enroll your company with the office of Inspector, shops and establishments act.[2]
  • Then Register your company for Value Added Tax at the related state commercial Tax office.
2. What does SPICE+ stands for and explain briefly about division of its Features?

The full form of SPICE+ is Simplified Proforma for Incorporating Company Electronically Plus. Its objective is to provide services by the couple of Union ministries and departments such as corporate ministry, Labour ministry and also revenue department in Finance ministry.

The SPICe+ form have categories into two parts:

Part A- It is for Name reservation for new companies 

Part B- It offers a bouquet of services

  • To register a company
  • Allotment of DIN
  • Issuing of PAN
  • Issuing of TAN
  • Issuing EPFO registration
  • Issuing of ESIC registration
  • Issue of Profession Tax registration (in Maharashtra state)
  • Opening of Bank Account for the company
  • GSTIN allotment

This form gives user to choose and submit Part A to reserve the name first, and then they can give the Part B for incorporation and other related services. Both Part A and Part B can file by the users together to incorporate the new company and avail other services.

A new and user friendly Dashboard at the front office is in the works for the company incorporation application (SPICe+ and linked forms as applicable).

The incorporations application after the name can be submitted in continuation of Part A in Spice+. In this stakeholders are not required to enter the SRN of the approved name and it may display on the dash board and a click on the same will take user for continuation of the application through a hyperlink.

This new web form will facilitate on screen filing and real time data validation for the seamless incorporation of companies.[3]

Q 3- What are the attachments required for SPICE+ Part-B? 

In Part-B of SPICe+ the following attachments are required which are written such as:-

  • Copy of Utility bills which is not older than 2 months
  • Articles of Association
  • Memorandum of Association
  • Address proof of office is which is authorized by the authorities.
  • A Declaration by the first director and subscriber.
  • The resolution passed by Promoter Company where the subscriber is also body corporate.
  • The interest of first director (s) in other entities.
  • The consent of nominee is required where it is one-person company.
  • Identity proof with the residential addresses of subscribers
  • Identity proof with the residential addresses of nominee.
  • Identity proof with address of Applicant I, II, III
  • Certificate copy of incorporation of foreign corporate where any subscriber is a foreign corporate.
  • Declaration in the Form INC-14 under section 8 of company act.
  • Declaration in the Form INC-15 from all the directors under section 8 of the act.
  • Any other optional attachments if required.[4]

For Agile Pro

  • For the GSTIN the Proof of principle place business is required.
  • For the GSTIN the proof of appointment of Authorized signatory is required.
  • For opening the bank account proof of identity of authorized signatory is required.
  • For opening the bank account proof of address of authorized signatory is required.
  • The specimen signature of authorized signatory for EPFO is required.[5]
4. What are the other forms to be linked with SPICE+ for registration of Company? 

There are other forms which are linked with Spice+ are:-

  • AGILE Pro- This form is measure to get the company incorporated by the MCA. It reduces the work of applying for the GSTIN, EPFO and ESIC registration number separately combining both the forms SPICe and AGILE.
  • Spice+ MOA (Form INC-33) – Memorandum of Association is the character of company which states the ambit of operation and the business to be carried on by the company after its incorporation.
  • Spice+ AOA (Form INC- 34) – Article of Association of a company is subordinate to the MOA of company which state rules and regulation for the company’s internal management.  
  • URC- 1- This form is used for registering an entity as a Part I company under Companies Act, 2013. 
  • INC-9 – This form is a declaration form where the director and subscribers to the memorandum of company give a declaration that particular person has not convicted under any act and not found guilty of any offence and has made all the companies with respect to filling of all the related documents with Registration of company.[6]
Q 5- What will be the effect of registration under CA, 2013? 

The effect of registration of company under companies act 2013[7]

  1. From the date of registration, the subscribers to the memorandum and subsequent members of the company are to be held as body corporate.
  2. The company gets the status of separate legal entity from the date of incorporation.
  3. Now the company is treated as separate legal entity so the company shall have the power to enter into the contracts on their own name.
  4. After the registration the company gets the power to acquire, hold and dispose the property.
  5. Once the registration done, the company shall have the power to sued and sued in its own name.
  6. By filling this form,company declares in front of MCA that they have commenced their business on particular date.
Q6- Bring out the use of Form INC 20A?

Form INC 20A is a mandatory form that has to be filled by the company which was incorporated on or after the 2nd November, 2018 under MCA. This form must fill by the company within 180 days from the date of incorporation of company who has share capital[8].

The companies which are not required to file form 20A

  • Companies incorporated before 2nd November, 2018
  • Also the companies incorporated after the 2nd November, 2018 without any share capital.

Uses of Form INC 20A are:-

  • It is uses for declare the commencement.
  • This form gives the certification for the commencement of business.
  • Under the new inserted section 10A of company’s act, company incorporated on or after 2nd November, have share capital are not allowed to commence business or exercise any borrowings power unless the Form INC 20A filled.
  • Also where in the case of company pursuing objects requiring registration or approval from any sectoral regulator like RBI, SEBI etc. the approval from such regulator shall also be obtained and attached with the declaration itself.

[1]Companies Act, No.18 of 2013, S. 7(1).

[2]Companies Act, No.18 of 2013, S. 7.

[3]MehekBisht, All about Spice+ form, https://taxguru.in/company-law/spice-plus-web-based-form-company-incorporation.html, (last visited 14th April, 2021 6:43)

[4]ShubhamKatyal, Spice+ Form: Company Registration with 10 varied services, https://www.legalwiz.in/blog/spice-form-company-registration-with-10-varied-services, (last visited 15th April, 2021 5:43pm).

 

[6]Atul Mittal, New MCA Filing Form SPICe+ for Company Registration, https://blog.saginfotech.com/spice-plus-form-mca, (last visited 14th April, 2021 8:43pm).

[7]Companies Act, No. 18 of 2013, S. 9.

[8]ManjuLaur, Form INC 20A, https://taxguru.in/company-law/form-inc-20a.html, (last visited 15th April 2021 4:43pm).

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