SPICe+ Form for Company Registration in India

The full form of SPICe+ is "Simplified Proforma for Incorporating Company Electronically Plus." It is an online tool provided by the Ministry of Corporate Affairs (MCA) that simplifies the process of registering different types of companies in India.

SPICe+ allows you to register the following types of companies:

• Private Limited Company
• One Person Company (OPC)
• Public Limited Company
• Section 8 Company (Non-Profit)
• Producer Companies

Before SPICe+, entrepreneurs navigated a maze of separate forms for name reservation, director identification, and more. SPICe+ streamlines this by consolidating all steps into a single, integrated form, making the process quicker and less time-consuming.

Why did the Government Introduce the SPICe Plus Form?

The primary reason behind the introduction of the SPICe+ form was to improve India’s position on the World Bank's “Ease of Doing Business” list. This list ranks countries based on the ease with which businesses can be established and operated. A higher ranking indicates a friendlier environment for entrepreneurs and investors.

The government aimed to make starting a business in India quicker, simpler, and more affordable. By reducing the number of steps involved, SPICe+ helps to streamline the entire process.

Key Reasons for Introducing SPICe+

• Simplifies the Process: Previously, starting a company required as many as 10 different steps. SPICe+ reduces this significantly.
• Faster Registration: The form combines multiple services into one, saving time and reducing paperwork.
• Cost Efficiency: By cutting down on separate registrations and forms, the government has lowered costs for entrepreneurs.
• Encourages Business Growth: The form makes it easier for more people, including small entrepreneurs, to set up formal businesses in India.
• Global Recognition: A better ranking on the Ease of Doing Business list boosts India’s image as an attractive investment destination.

Old SPICe Form vs the New SPICe+ Web Form

Below is a detailed comparison between the old SPICe form and the upgraded SPICe+ web form to highlight how the process has been simplified and improved.

The SPICe+ form is designed for a wide range of groups looking to start a company in India. It works for:

• Private Limited Companies: Ideal for startups and small businesses.
• One Person Companies (OPC): Best for individual business owners who want limited liability.
• Public Limited Companies: Suitable for larger businesses looking to raise funds from the public.
• Section 8 Companies: Non-profit organizations focusing on arts, science, charity, and similar causes.
• Producer Companies: Tailored for farmers or groups working in agriculture and related activities.
• Foreign Nationals or Entities: Available for individuals or organizations from outside India who wish to set up a company in India.

In simple terms, anyone who wants to establish a new company in India under the Companies Act, 2013, can use the SPICe+ form.

Important Fact: Limited Liability Partnerships (LLPs) cannot be registered using SPICe+. Instead, they must use a separate webform called FiLLiP (Form for Incorporating Limited Liability Partnership).

A big advantage of SPICe+ is that it offers many services in one combined form. This means you don't need to file many forms with different government offices. This saves a lot of time and results in less paperwork.

• Company Name Reservation (RUN Service Integration)

Before, you had to book a company name using a separate service called "Reserve Unique Name" (RUN). Now, with SPICe+, this is built right in. SPICe+ Part A is just for name booking. You can now suggest a company name directly within the form. Once approved, you can move on with the rest of the registration. You don't need to switch websites. You can suggest up to two names in SPICe+ Part A.

• Director Identification Number (DIN) Allotment

A Director Identification Number (DIN) is a unique number given to anyone who wants to be a company director. With SPICe+, you can apply for DINs for up to three proposed directors at once. They are given out directly. This avoids the separate DIN application (DIR-3) needed before.

• Mandatory PAN and TAN Application

Every company needs a Permanent Account Number (PAN) for income tax and a Tax Deduction and Collection Account Number (TAN) for deducting taxes. SPICe+ makes applying for PAN and TAN required, which is then issued by NSDL or Protean eGov Technologies. It puts this application right into the form. After a successful company setup, your company automatically gets its PAN and TAN. This makes complying with the tax rules much easier from the beginning.

• EPFO and ESIC Registration for Your Employees

Companies are required to register with the Employees' Provident Fund Organisation (EPFO) and the Employees' State Insurance Corporation (ESIC) once they meet certain employee thresholds. EPFO provides social benefits like a provident fund and pension, while ESIC offers medical benefits to employees.

Though registration is mandatory, you only need to file for EPFO and ESIC once your company employs:

• EPFO: A minimum of 20 employees.
• ESIC: A minimum of 10 employees, but this requirement applies only in certain areas as specified by the government.

SPICe+ includes the necessary application for both EPFO and ESIC registration, ensuring your company follows labor laws from day one, provided the employee limits are met.

• Professional Tax Registration (For Maharashtra, Karnataka, etc.)

Professional Tax is a state-level tax that applies to individuals earning income from employment or professions. The rates and rules for Professional Tax vary depending on the state where your company operates. For example, in states like Maharashtra and Karnataka, businesses must register and deduct this tax from employees' salaries once certain thresholds are met.

The SPICe+ form includes the application for Professional Tax registration. Registering through SPICe+ helps your company maintain compliance with state-specific tax regulations from the start. By registering for Professional Tax through SPICe+, you avoid potential penalties for non-compliance and ensure timely adherence to local tax rules.

• Mandatory Opening of a Company Bank Account

To simplify the process of starting a business, SPICe+ facilitates the opening of a company bank account. This is a mandatory step for all newly registered companies. Through the linked AGILE-PRO-S form (within SPICe+), companies can provide necessary details to their chosen banks. This integration makes the bank account opening process smoother and faster after the company is set up. By completing this step digitally, businesses can save time, avoid an extra trip to the bank, and speed up their operations.

• Optional GSTIN Registration at the Time of Incorporation

While not a must for all businesses right away, a Goods and Services Tax Identification Number (GSTIN) is key for most businesses selling goods or services. SPICe+ lets you apply for GSTIN registration optionally. You can do this when you set up your company through the AGILE-PRO-S form. This lets businesses get their GSTIN along with other registrations. It saves time later.

The SPICe+ form has two main parts. Each part has a clear job in starting your company.

• SPICe+ Part A: Reserving Your Unique Company Name

SPICe+ Form Part A

Part A of the SPICe+ form is only for booking your company's name. In this part, you need to give details like the type of company (e.g., Private Limited, OPC). You also tell its group, sub-group, and main business area. Most importantly, you suggest up to two preferred names for your company, in the order you prefer. The system first checks if the name is unique.

After you submit Part A and the name is approved, you get a Service Request Number (SRN). You will use this SRN to go on to Part B.

• SPICe+ Part B: The Main Application for Company Incorporation

SPICe+ Form Part B

SPICe+ Part B is the heart of starting your company. Once your company name is approved in Part A, you can fill in full details about your company. You'll also add info about your proposed directors and shareholders. This includes:

• Capital Details: How much share capital the company has.
• Registered Office Address: The official address of your company.
• Director Details: Info about each director. This includes their name, address, PAN, and DIN (if they have one or applied through the form).
• Subscriber Details: Info about the people or groups who will buy shares in the company.
• Business Activities: A short description of what your company will do.

Part B is very complete. It gathers all the needed information for the Ministry of Corporate Affairs to register your company.

Other Linked Forms: e-MoA, e-AoA, and INC-9

Along with SPICe+ Part B, there are other vital forms. You need to fill these out online too. They include:

• e-MoA (INC-33): This is the online Memorandum of Association. It sets out the main goals and powers of the company. It's like the company's rulebook, showing how it deals with the outside world.
• e-AoA (INC-34): This is the online Articles of Association. It lists the rules for how the company is run internally. It controls how the company and its members interact, and how members interact with each other.
• AGILE-PRO-S (INC-35): As mentioned earlier, this form helps with combined registration for GSTIN (if you choose), EPFO, ESIC, Professional Tax, and opening a bank account.
• INC-9 (Declaration by Directors and Subscribers): The INC-9 form is a declaration that must be signed by all shareholders and the first directors of the company. This form confirms that the signatories are fit to act as directors or shareholders and that they consent to start the company.

INC-9 is now an auto-generated declaration for most applicants. However, a physical copy must be submitted if the company has over 20 directors/subscribers or if any do not possess a DIN or PAN.

Filing the SPICe+ form is an online process on the Ministry of Corporate Affairs (MCA) portal. Understanding each step is key to completing the application smoothly.

Step 1: Log In and Start a New Application

First, visit the official MCA website (mca.gov.in):

• If you’re new, sign up and create a login with a username and password.
• If you already have an account, simply log in. Once logged in, navigate to MCA Services. From there, select 'Company e-filing' and then 'Incorporation and change services' to begin your application.

Step 2: Fill Part A for Name Approval

Once the application starts, the SPICe+ Part A form will open. Here, you will select the type, class, category, and sub-category of your company.

• Enter two preferred company names in the order of preference.
• The system will perform an automatic check for name availability.
  After filling out Part A, submit the form. The MCA will process the name request, and you will receive either an approval or rejection email, usually within a few days. If approved, you'll receive a Service Request Number (SRN).

Step 3: Fill Part B with Company Details

After the name is approved, move to Part B. This part collects detailed information about your company, including:

• Registered office address
• Share capital
• Director and shareholder details - Make sure to enter all the details correctly and ensure they match your supporting documents.

Step 4: Fill Linked Forms (e-MoA, e-AoA, and AGILE-PRO-S)

In addition to Part B, you need to complete the linked forms:

• AGILE-PRO-S (INC-35): For PAN, TAN, EPFO, ESIC, Professional Tax, and optionally GSTIN and bank account opening.
• e-MoA (INC-33): Outlines the company’s main goals.
• e-AoA (INC-34): Sets out the internal rules of the company.
  INC-9 is usually auto-generated, but you should ensure that all details match the information you’ve provided in Part B.

Step 5: Upload Documents, Pre-scrutiny, and DSC

After filling the forms, upload the required supporting documents (PDF format, under 6MB).

• Use the Pre-scrutiny feature to check for common errors before final submission.
• Once everything is checked, you must digitally sign the forms using the Digital Signature Certificates (DSCs) of the authorized person or director.

Step 6: Pay Fees and Generate SRN

Once you’ve signed the forms and reviewed everything, proceed to pay the required fees, which include the SPICe+ filing fees, MoA, AoA, and stamp duty.
After payment, a final SRN will be generated for your entire application.

Note: INC-9 is auto-generated only if all subscribers and directors have valid DINs and PANs, and their declarations are digitally signed. If not, it must be manually uploaded.

What Happens After Submission: Resubmission and Approval

After you send the SPICe+ form and papers, the Central Registration Centre (CRC) of the MCA checks your application. If they find any mistakes or missing information, they might send the application back for "Resubmission." You'll get an email showing the errors. You'll have a set time (usually 15 days, one resubmission is allowed) to fix them and send the form again.

If the application is full and correct, the CRC will approve it. You will then get the Certificate of Incorporation (COI), along with the company's CIN, PAN, and TAN. This usually happens in 2-4 days after the final submission.

Ensuring you have the correct and complete documents is essential for a successful SPICe+ application. Missing or wrong papers are common reasons for forms being sent back.

Documents for Directors and Subscribers

For each director and shareholder, you will usually need:

• PAN Card: A must for Indian citizens.
• Proof of Identity: Aadhar Card, Voter ID, Driving License, or Passport. For non-Indians, a Passport is a must.
• Proof of Address: Bank Statement, Electricity Bill, Mobile Bill, or Telephone Bill (no older than 2 months).
• Passport Size Photograph: A recent picture.
• Consent to Act as Director (DIR-2): For proposed directors.
• Declaration by First Directors and Subscribers (INC-9): Often made automatically.

Documents for the Registered Office Address

For the company's main office, you will need:

• Proof of Address: Lease Deed, Rent Agreement, or Sale Deed.
• Utility Bill: Electricity Bill, Gas Bill, Water Bill, or Telephone Bill (no older than 2 months).
• No Objection Certificate (NOC): From the property owner, if the company or a director doesn't own it.

Other Important Documents and Attachments

Depending on the company type and specific situation, other papers might be needed:

• Resolution of the Promoter Company: If a company is a promoter.
• Consent of Nominee (INC-3): A must for One Person Companies (OPC).
• Interest of First Director(s) in Other Companies: If it applies.
• Memorandum of Association (MoA) and Articles of Association (AoA): These are created online in e-MoA (INC-33) and e-AoA (INC-34).

Always make sure all papers are clear, easy to read, and in the right format.

Important Note: When submitting the SPICe+ form, all documents should be combined into a single PDF file with the attachments embedded during the MCA upload process. To do this properly, you can use Adobe Acrobat or MCA utilities to merge the documents before submission.

The total cost to start a company with SPICe+ includes government fees, stamp duty, and fees for professionals if you hire one.

Government Fees (MCA Filing Fees)

The Ministry of Corporate Affairs (MCA) charges specific fees for filing the SPICe+ form and related papers.

• SPICe+ Form Filing Fee (INC-32): For companies with share capital up to ₹15 lakh, this fee is currently ₹0. If it's more than ₹15 lakh, a small fee may apply.
• MoA (INC-33) and AoA (INC-34) Filing Fees: These documents do not incur separate filing fees. Instead, the fee is included in the overall incorporation cost and is determined by the company's authorized share capital.
• DIN Allotment: For up to 3 directors, DIN allotment through SPICe+ usually has no government fees.
• PAN/TAN/EPFO/ESIC/Professional Tax: There are usually no separate government fees for these registrations when done through SPICe+.

Stamp Duty

Stamp duty is a state-level tax applied to legal documents, including the Memorandum and Articles of Association. Although no separate MCA filing fee is charged for these documents during incorporation, stamp duty still applies and is collected by the state government. The amount varies widely across states. For example, Delhi imposes ₹200 stamp duty on the MoA and 0.15% of authorized capital on the AoA, capped at ₹25 lakhs. Rajasthan, by contrast, charges a flat ₹500 stamp duty per document. States like Maharashtra or Karnataka often have higher rates. The exact stamp duty is automatically calculated based on your company’s authorized capital and registered office location. It is paid along with other MCA-related charges during incorporation.

Professional Fees

Many people and businesses choose to use experts like chartered accountants or company secretaries for company setup. These experts charge a fee for their help. This includes:

• Advice on company type and structure.
• Help with name choice and availability checks.
• Filling and sending SPICe+ and linked forms.
• Preparing and attaching needed papers.
• Following up with MCA for approvals and fixing resubmission issues.

The fees for professionals change based on how complex the case is and the services offered.

Even though SPICe+ makes things easier, some errors can cause rejections or delays. Knowing about these common mistakes can save you time and trouble.

Errors in Name Selection and Data Entry

• Incorrect Name Selection: Picking a name that is too common, too like existing companies, or has restricted words can lead to rejection. You can find names carefully using our Company Name Check Tool before choosing one.
• Data Mismatches Between Form and Documents: Any difference in names, addresses, or other info between the form and supporting papers will cause rejection. Check all entered info twice.
• Typing Mistakes: Simple spelling errors or wrong numbers can cause big delays.

Issues with Document Attachments and DSC

• Wrong Format or Size: Papers must be in the right PDF format and fit file size limits (usually 6MB total).
• Missing Documents: Not attaching all required papers, like ID proofs, address proofs, or NOCs, will lead to rejection.
• Invalid or Expired Digital Signature Certificate (DSC): Using an expired, unregistered, or incorrect Digital Signature Certificate (DSC) is a common error. Make sure the DSC is valid and linked to the right person.

Problems with Form Sequence and Pre-scrutiny Checks

• Wrong Filing Order: While SPICe+ is combined, there's a clear order. Make sure Part A is sent and approved before doing Part B.
• Ignoring Pre-scrutiny Errors: The MCA portal's pre-scrutiny tool shows errors. Don't go forward without fixing all the issues it points out.

Inaccurate Capital Information or Business Codes

• Wrong Share Capital: Putting in a wrong number for the authorized share capital can cause problems with fees and future rules.
• Wrong Main Activity Code: Picking the wrong Main Division of Industrial Activity (also known as a business profession code or NIC Code) can cause processing issues.