Introduction
One of the primary and close to the heart agenda of the Modi Government 1.0 and 2.0 has been to rationalize the numerous procedural and legal compliances of setting up a company in India and enable the promoter community to start a venture in India with minimum hassle.
In continuation to the above efforts of the government and with the intent to further promote the ease of doing business in India, the Ministry of Corporate Affairs (MCA), had introduced simplified e-forms - SPICe and AGILE in the year 2016 and 2018 to enable a person who is setting up a company in India, to apply for multiple registrations right at the time of incorporating the company. Basis the feedback received from the stakeholders and to further simplify the said process, the MCA has now introduced two new web based forms namely SPICe + which stands for Simplified Proforma for Incorporating a Company Electronically plus), and AGILE PRO a comprehensive form to apply for multiple registrations such as Goods and Services Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration, Employees Provident Fund Organization (EPFO), and Professional Tax, at the time of incorporation of new company.
These forms have been notified by the MCA w.e.f. the 23rd February, 2020.
Why SPICe + over SPICe ?
With the introduction of SPICe +, the government has endeavored to offer the maximum gamut of services which an applicant may need while setting up a company. Unlike the erstwhile form SPICe, in SPICe + the government has, in addition to various basic services, has offered additional services which a new company shall require to commence its operations such as facility of opening a bank account, obtaining professional tax registrations etc.
The services offered in SPICe + are illustrated below:
1) Incorporation of company.
2) Allotment of Director Identification Number (DIN)
3) Issue of Permanent Account Number (PAN)
4) Issue of Tax Deduction and Collection Account Number (TAN)
5) Issue of EPFO registration
6) Issue of ESIC registration
7) Issue of Profession Tax registration (For the state of Maharashtra only)
8) Opening of Bank Account for the Company.
9) Allotment of GSTIN (if applied by the company)
Procedure for Filing SPICE +
Form SPICe + has been divided into two parts i.e. Part –A which provides for name reservation for New Companies and Part – B which covers the basket of various services as mentioned above.
Step-1
For an applicant desirous of filing the form, he will be first required to create a user account on the MCA portal and visit the ‘SPICe + section’ available under the MCA services tab.
Step-2
Under the SPICe + section, the applicant will be offered the option to either file a fresh application or continue with an existing application.
In case the applicant wishes to continue with an existing application, he will be required to provide an Application Number, a unique system generated number issued at the time of commencing a new name reservation application.
Further, in case the applicant opts to start a new application, he will be directed to the Part-A of the form in relation to Name Reservation.
Step-3
In Part–A, the applicant shall be required to fill various details such as Type of Company, Class of Company, Category of Company, Sub-Category of Company, Main division of Industrial Activity of Company, Description of main division and the proposed name.
It is to be noted that only 2 (two) proposed names are allowed to be provided.
After submitting the name reservation details, the applicant can auto check the name availability and either submit the application for reserving name at the same time, or may proceed with Part-B of the form.
Step-4
In Form Part-B, the applicant is required to furnish all necessary details as required in the erstwhile Form SPICe.
Step-5
Once all the above details are completed, the applicant can download the PDF versions of the forms and affix the Digital Signatures (DSCs) of the directors and the subscribers as applicable. After affixing the DSC the user shall upload the forms in the same manner as other forms on the MCA portal itself, for which a single SRN will be generated for future tracking purposes.
Key Highlights
SPICe + Highlights
With effect from 23rd day of February 2020, RUN service shall be available only for ‘change of name’ of an existing company.
The name and related incorporation details as submitted in Part A, if approved, will automatically be pre-filled in all linked forms also viz., Part-A, AGILE-PRO, eMoA, eAoA, URC1, INC-9 (as applicable) and no separate SRN for name reservation shall be provided.
All check form and pre-scrutiny validations (except DSC validation) will happen on the web form (i.e. on online platform) itself.
Declaration by all Subscribers and first Directors in INC-9 shall be auto-generated in PDF format and will have to be submitted only in electronic form in all cases, where:
a) Total number of subscribers and/or directors is less than 20 and/or
b) All such subscribers and/or directors have DIN or PAN.
There is no change in the fee structure to incorporate a new company.
Once PDF version of the SPICe + form is downloaded, no modifications can be made in the same. The applicant shall be authorised to modify the web form only.
There is no upper limit in the number of times the web form can be modified, however the PDF version of form can be generated only upto 5 times.
In case, a Foreign company or individual foreign subscriber not possessing a valid business visa is a subscriber to the Memorandum of Association, it is mandatory to provide physical Memorandum and Articles of Association after getting the same apostilled or notarized, as the case maybe.
Only 2 (Two) resubmissions are permitted for SPICe + forms.
AGILE PRO
It is filed in link with Form SPICe +
Earlier all services (i.e. Registration of the Goods and Services Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration, and Employees Provident Fund Organization (EPFO) registration) provided by this form was optional.
Now only GSTIN service is optional, while others are mandatory to be registered.
The Professional Tax registration in the Form AGILE PRO is mandatory only for the Companies registering in the state of Maharashtra.
The ESIC and EPFO registration is mandatory, provided that company is required to comply with requirements once it triggers the criteria as provided in the said acts.
The Form AGILE PRO also provides for mandatory opening up of Bank Account.
Currently MCA associated with Punjab National Bank for the Bank Accounts, and further working on with other public and private sector banks.
The Bank Account shall be allotted in the branch nearest to the registered office of the company.
The Bank account shall be operable Once the KYC is completed by the bank after the incorporation of company.
Once company is incorporated, the applicant is at liberty to change bank account as per his needs.
No separate fee for opening the bank account is chargeable by the company.
No initial deposit required to be made in the bank account before incorporation.
Our Take
We would like to state that change is the law of life. The changes made by the government in the incorporation process, is a welcome move which shall further strengthen the efficiency and effectiveness of the economic ecosystem by drastically reducing the time taken for setting up of a new business in India and will also help in minimising the costs and efforts that a promoter or a stakeholder is required to invest while setting up a business in India.
Paresh Gupta
Partner - Tax and Corporate Advisory
email: paresh.gupta@mdgco.in
Krunal Charadva
Associate Consultant - Corporate Secretarial Services