SPICe+ Form Filing (INC-32)

SPICe+ (Simplified Proforma for Incorporation Company Plus) is an integrated web-based form for company incorporation launched by MCA. It combines 7 forms into one: INC-32 (incorporation), INC-33 (e-MoA), INC-34 (e-AoA), PAN application, TAN application, GST registration (via Agile Pro INC-35), EPFO registration, and ESIC registration. It eliminates separate filings, reduces processing from 15-20 days to 1-3 days, and has zero government fee under the Jan Seva Kendra initiative.

INC-29 was the predecessor form that combined incorporation forms but was limited to Private Limited Companies and had restrictions. SPICe+ replaced INC-29 and offers: (1) Support for all company types (OPC, PLC, Section 8, Nidhi), (2) Integrated PAN, TAN, GST, EPFO, ESIC registrations, (3) Zero government fee, (4) STP processing for faster approval, (5) e-MoA and e-AoA templates. INC-29 was deactivated and is no longer in use.

SPICe+ with RUN: First, apply for name approval through the RUN (Reserve Unique Name) web service. After approval (valid 20 days), file SPICe+ with the approved name. Useful when dedicated name verification is needed. SPICe+ without RUN: Submit the company name directly in the SPICe+ form. MCA checks the name during SPICe+ processing. If rejected, the entire filing is rejected. Both modes are free for the name component.

With all documents ready: (1) Name approval (RUN): 1-2 days. (2) DSC setup: 1 day. (3) MoA/AoA drafting: 2-3 days. (4) SPICe+ filling: 1-2 days. (5) STP processing: 1-3 days. (6) COI issuance: Same day. Fastest: 1-3 working days for STP-approved applications. Standard: 5-7 working days. Name rejection adds 2-3 days per re-application.

Under the Companies (Amendment) Act, 2015, there is no minimum paid-up capital requirement. The authorized capital can be as low as Rs. 1 lakh. Stamp duty on MoA and AoA is calculated based on authorized capital. For most startups, Rs. 1 lakh to Rs. 10 lakh authorized capital is standard. There is no upper limit on authorized capital.

e-MoA (INC-33) and e-AoA (INC-34) are web-based versions of the Memorandum and Articles of Association on the MCA SPICe+ portal. e-MoA contains: name clause, registered office clause, objects clause (with NIC codes), liability clause, and capital clause. e-AoA contains: share capital provisions, voting rights, board procedures, dividend policy, borrowings, and winding-up provisions. Both must be printed on state-specific stamp paper after customization.

Yes. Requirements: (1) Obtain DIN through Form DIR-3 (use passport as ID), (2) Obtain DSC from an Indian certifying authority or use foreign DSC recognized by the Indian Controller of Certifying Authorities, (3) Provide notarized and apostilled/legalized documents, (4) If resident in India for 182+ days, PAN card is required for tax purposes, (5) Comply with FEMA regulations for foreign investment. The foreign national can be both a subscriber and director.

Government fee structure: (1) SPICe+ (INC-32): Nil (zero fee). (2) DIN application: Rs. 500 per director. (3) PAN: Nil (through SPICe+). (4) TAN: Nil (through SPICe+). (5) GST: Nil (through Agile Pro). (6) EPFO/ESIC: Nil (through Agile Pro). (7) Stamp duty on MoA/AoA: Rs. 200 to Rs. 2,000 (varies by state and capital). Total: approximately Rs. 1,000 to Rs. 5,000.

After receiving the Certificate of Incorporation: (1) Verify COI for accuracy (name, CIN, PAN, TAN, date). (2) Open a bank current account in the company's name with COI, PAN, AoA, MoA, and board resolution. (3) Deposit subscription money within 60 days. (4) Issue share certificates to subscribers within 60 days (Section 56). (5) File INC-22 for registered office verification within 30 days. (6) Register for professional tax and Shops and Establishments Act in the state.

Agile Pro (INC-35) is an optional SPICe+ component for simultaneous application for: (1) GST registration, (2) EPFO registration, (3) ESIC registration. This eliminates separate applications after incorporation, saving 15-30 working days. Requirements: GST details (business activity, authorized signatory), EPFO establishment details, ESIC details. Not all companies need all three - select only applicable registrations.

If SPICe+ faces STP rejection or deficiency, MCA provides specific reasons: (1) Name rejection: Apply with new names or use RUN separately. (2) DSC mismatch: Re-verify and upload with correct DSC. (3) MoA/AoA errors: Correct clauses and re-upload. (4) Director details: Update and resubmit. Most rejections can be corrected and resubmitted without paying again within the application's validity period. Severe deficiencies may require a fresh application.

Yes, through the proper procedure under Section 13 of the Companies Act, 2013: (1) Board resolution, (2) EGM with special resolution (75% majority), (3) Form MGT-14 filing within 30 days, (4) Form INC-22 filing. Takes 15-20 working days. To avoid this, ensure the name is finalized and approved through RUN before submitting SPICe+.

Authorized Capital: The maximum share capital a company can issue as per the MoA. This is the ceiling limit. Paid-up Capital: The actual amount received from shareholders for shares issued. Post-2015 amendment, there is no minimum paid-up capital. Authorized capital determines stamp duty on MoA. Paid-up capital is what shareholders actually subscribe. SPICe+ requires both to be specified.

No, a CS is not mandatory for SPICe+ filing. However, professional assistance is highly recommended: (1) MoA/AoA drafting requires legal precision, (2) MCA STP rejections waste time and money, (3) Object clauses must align with NIC codes, (4) Director compliance checks (disqualifications, DIN status) need expertise. Every listed company and companies with paid-up capital of Rs. 10 crore+ must have a full-time CS under Section 203.

Form INC-22 is the 'Verification of registered office' form. Must be filed within 30 days of incorporation or commencement of business. The company must verify the registered office address is physically operational. Attach proof: electricity bill, property tax receipt, NOC from owner. Failure to file can result in COI cancellation by ROC under Section 12.

Yes. Requirements: (1) Foreign company provides Certificate of Incorporation (apostilled/legalized), (2) Board resolution authorizing the investment, (3) PAN and TAN for the Indian company, (4) FEMA compliance (FEMA 20/FEMA 7 as applicable), (5) RBI reporting if required, (6) Foreign company must appoint a nominee director. The Indian company is incorporated normally through SPICe+ with the foreign company as subscriber.