Incorporation of a Private Limited Company

Incorporation of a Private Limited Company

Incorporation of a private limited company may seem to be a tedious process but Ministry of Corporate Affairs (“MCA”) has introduced a new simplified procedure for incorporating a company under Companies Act, 2013.

MCAhas taken a significant step by introducing the Simplified Performa for Incorporating Company electronically (“SPICe”) through which a company can be incorporated in maximum of three working days. E-Form SPICe  deals with the single application for reservation of name, incorporation of a new company and/or application for allotment of DIN, application for PAN and TAN can be made through a start-up lawyer.

SPICe can be filed for incorporation by a start-up lawyer, even after approval of INC-1 (approval for the name of the company). This means you can either apply with one single name for the proposed company by filing SPICe or you can apply by filing INC-1, which gives you an option to propose six names and get one name reserved. So, this gives you the best of both worlds for incorporating a private limited company.

Significant Features of SPICe form:

  • The maximum number of subscribers who can apply through SPICe are SEVEN (7). In case of more subscribers, a company is required to follow the incorporation procedure by filing INC-7.
  • Details of upto 20 directors can be included.
  • Maximum THREE (3) directors can apply for filing application of allotment of DIN while incorporating a Company.
  • By affixation of Digital Signature Certificate (DSC) of the subscriber on the INC-33 (e-MoA) date of signing will be appear will be pre-filled by the form.
  • Application for PAN / TAN is compulsory for all fresh incorporation applications.

Attachments of SPICe form:

  • e-MOA& e-AOA are required to be filed as attachments in the form of INC-33 and INC-34 respectively..
  • INC-9 Affidavit and declaration by first subscriber(s) and director(s) shall be made on duly authorized stamp papers.
  • Declaration from first Directors (DIR-2) along with Copy of Proof of Identity and residential address.
  • NOC from the owner of the property (in case it is a rented property).
  • Proof of Office addresses (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts).
  • Copy of the utility bills (not older than two months).
  • Declaration from the directors for non-acceptance of Deposit shall be made on duly authorized stamp paper.
  • In case the subscribers/ directors do not have a Director Identification Number (DIN), it is mandatory to attach a proof of identity and residential address of the subscribers.
  • E- 49A and 49B shall be filed on MCA website for application of PAN and TAN.

Important points to be noted while filing SPICe:

  • Director must give declaration at the end of the form that he has checked the name on MCA website and Trade Mark Website and the name that is applied for is not the same as any other existing name and Trademark.
  • DSC of Director will be affixed on the form. (In case of director don’t have DIN then PAN No. of that director should be mentioned at the place of affixing of DSC)
  • DSC of professional will be affixed on the form. In case there is a situation that the Subscribers are at different places while the Professional is witnessing the form the same will be done in the manner as if the subscribers are present before the professional.
  • Only one name for the incorporation of the Company can be applied for approval through this e-form. Therefore, one should take proper care while applying for the name to duly check the proposed name and follow the name availability guidelines and existing trademarks to avoid rejection. In case of any doubt, six company names, in the order of their priority, can be applied for approval of one name through eform INC-1.  
  • MCA21 system will automatically generate the pre-filled application forms 49A (PAN) and 49B (TAN) after submission of SPICe form with MCA, which the stakeholders will be required to download, affix digital signature and then upload both signed forms on MCA21 system as linked forms.
  • PAN (as allotted by Income Tax Department) will be printed in the Certification of Incorporation, and TAN will be separately communicated to the stakeholders by email.

Therefore, we can conclude that this initiative by MCA for incorporation of private limited companies through SPICe is expected to bring the current company registration norms in line with best international practices and expedite the process of incorporation. A start-up or any other person intending to incorporate a private limited company can be assisted by start-up lawyers in Delhi.