15 November 2016 • Priyanka Khurana
In May 2015, an integrated form was introduced for incorporation of a Company in India, i.e. INC-29, which has further been simplified. The form INC-29 has now been discontinued with effect from 1st November, 2016.
Ministry of Corporate Affairs (MCA) on 1st October, 2016 introduced more simplified form for Company Incorporation by introducing “SPICe” short form for ‘Simplified Proforma for Incorporating Company Electronically’ by way of e-form INC-32 along with e-form INC-33 (Memorandum of Association) and e-form INC-34 (Articles of Association).
Please note that the old process of company registration still exists (read the traditional process), where all components of Company incorporation, like DIN, Name availability and incorporation can be done separately, one after the other(through e-forms INC-1 (Name availability), DIR-3 (DIN application), INC-7 (Incorporation form), INC-22 (registered office) and DIR-12 (Directors appointment)).
Here are the few highlights of the new integrated company incorporation process.
Simplification in the incorporation process:
- Memorandum and Articles of Association (MOA & AOA)can be provided electronically through e-form INC-33 and e-form INC-34 respectively.
- Now, there is no need to physically sign the subscriber sheet of MOA & AOA. This is major relief. Lots of time was wasted in physical travel of the documents – MoA and AoA to get the same signed by the subscribers and then witnessed. Now, the form needs to be digitally signed by each subscriber. The MOA and AOA can also be witnessed digitally. It practically saves few days if the subscribers are Non residents.
- Photographs are no longer required in the subscriber sheet of the incorporation documents of the Company.
- Notarization and Apostillation of Subscriber sheet (of MoA & AoA) is a time consuming and a bit expensive process. It will not be required anymore for MoA and AoA if this SPICe procedure is followed for incorporation.
- For every Indian National, whether they are subscriber or Director, Aadhaar Number and PAN Card is now mandatory. Therefore, from now onwards, department needs at least two Identity Proof of the Indian applicants.
- For Foreign Nationals- neither Aadhaar Number nor PAN Card is required; Passport is a sufficient proof for them. PAN card will however be required for such Non Residents who are otherwise required to have PAN as per Income Tax Act.
- If subscribers and first Directors are having a valid DIN (Directors Identification Number), then there is no need to attach Proof of Identity & Residence Proof.
- E-Form INC-32 can be filed even after name approval
We can file INC-32 after name approval in INC-1, which was not possible earlier in e-form INC-29.
- As was introduced with INC-29 (the previously introduced integrated form for Company incorporation), even this new form INC-32 enables the applicant to apply for DIN of the proposed Directors. One problem flows into this new form is Residential proof in case of Non Residents(Rule 16 of Companies (Incorporation) Rules, 2014, sub-rule (m) & (n) specifies documents acceptable towards Proof of Identity and Residential Proof respectively). While Identity proof is fine which allows Passport as one of the permissible documents but for residential proof, only the following options were available (also in the drop down menu of INC-32):
- Bank Statement
- Telephone Bill
- Mobile Bill
- Utility Bill
While this is acceptable for Indian residents, it is sometimes difficult for the foreign nationals to provide the above mentioned proofs. We found it convenient by applying for DIN separately by filing DIR-3 prior to incorporation.
To read the notification by MCA, please visit Companies (Incorporation) fourth Amendment Rules, 2016.