Procedural aspect of company incorporation is constantly changing since implementation of the Companies Act, 2013. This registration service is most used and critical service provided by Ministry of Corporate Affairs. Government of India aims to get good rank in World Bank’s ease of doing business ranking. Now, a company may be incorporated with single simple form.
Until recently companies goes for name approval (INC-1), incorporation (INC-7), appointment of first directors (DIR – 12) and registered office address (INC – 22) to complete incorporation of a company. Yes, there was a form for commencement of business in case of certain companies before the Companies (Amendment) Act, 2013. Thereafter, government introduced INTEGRATED INCORPORATION FORM INC – 29 in May 2015 as half hearted bureaucratic effort to combine different hardships, as we mentioned in earlier posts, to one place. It did not worked as desired even after wide publicity. Now, this form INC – 29 alongwith its related forms had been withdrawn.
Simplified proforma for incorporating company electronically (SPICe) or Form INC – 32 was introduced in October 2016 with fanfare. There are still several critical issues but it is relatively good efforts. Presently, it enable us to incorporate company in one forms. Its two related forms (e-MoA INC – 33 and e- AoA INC -34) are new form of online attachment. This finally may finally say bye to printed and manually signed MoA and AoA. Recently government as discussed earlier here amended Rule 38 of the Companies (Incorporation Rules, 2014. In this post we shall discuss incorporation under newly amended rule 38.
Now, a company may be incorporated with single simple form – INC -32 (SPICe). e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of Association (e-AOA) in Form No. INC-34 are online version of earlier manually version of MoA and AoA. Facility of e- MoA and e – AoA, is available only of the subscribers and witness or witnesses shall affix their digital signatures to the e-MoA and e-AoA.
In Form INC -32, usual attachments shall be Form INC – 9, Form DIR – 2, Declaration, PAN card copies.
A company may be incorporate with mailing address without a registered office address. In case, such mailing address is registered office, applicant shall also attach registered office address proof as utility bill, No-objection- certificate for office use.
In case of company under section 8, in place of Form INC – 33 and INC – 34, Form INC-13 (Memorandum of Association) and Form INC-31 (Articles of Association) shall be filed as attachments.
The application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed for One Person Company, private company, public company and a company falling under section 8 of the Act, shall be filed in FORM No. INC- 32 (SPICe).
In form INC – 32, applicant may apply for only one proposed name. This is due to some technical limitation. Thankfully, applicants still have option of Form INC – 1 for reservation of name. This is required in cases with doubt in availability of particular company name.
Under this form INC – 32, particulars of maximum of three first directors may be filed. If company opt for more directors, it is advisable to appoint them in first Board meeting of the company.
In case of any defect, deficiency or incomplete information, there are two re-submissions allowed. Applicant may re-submit form within 15 days from the date of communication of defect or deficiency or incomplete information to by the Registrar of companies.
The Certificate of Incorporation of company shall be issued by the Registrar in Form INC-11.