Checklist for Company Incorporation Through SPICe+

In order to ensure that you are company ready, you need to check if all the t’s are crossed and the i’s are dotted, and that you comply with the rules and regulations put by the Ministry of Corporate Affairs. Non-compliance means hefty fines and new companies do not want to begin their corporate journey paying fines because they forget to meet certain rules and regulations. These compliances are especially important when you are involved with Foreign Direct Investment. Some of the critical factors while doing pvt ltd company registration include the following

• Having a PAN Card
• Having a proper company bank account: However, do note than banks have to be informed of incoming remittance from non-resident subscribers
• Regular company audits
• Applying for GST
• Acquiring an Import-Export licence

Besides these, you are also required to do the following  for company incorporation:

• Maintaining a registered office: The Ministry of Corporate Affairs has made it mandatory for all companies in India to have a registered office. Once company incorporation is completed, the organisation should file the registered office address from INC-22 within 30 days of getting registered. The registered office can be a corporate building or residential complex. It doesn’t matter if it’s owned or rented as long as you have approval documents such as NOC or proof of address to prove that you are allowed to have business operations
• Board meeting: The Central Government has specified that all new registered organisations have to conduct a board meeting within the first 30 days of incorporation. The first board meeting usually has the following discussion 

1. Approvals to open a current account with a registered bank
2. Appointing the statutory auditor
3. Authorising statutory registrations 

• Letterheads: As an organisation, it is imperative that you have letterheads of your company printed. The letterhead should contain the registered office name, address, CIN, phone number, as well as email and website 
• Board outside office: New companies are required to put out board outside their office premises that state their name, and the registered office. This helps people find the premises easily, and helps you find new clients
• Registering for GST: GST and IEC Code registration is mandatory as it is required for all business proceedings and transactions
• Opening a bank account: All new companies need to open a current account with a bank of their choice. Once done, the promoters have to contribute the prescribed subscription money 
• Non-resident inward remittance: If your organisation’s subscribers are NRIs, then their contribution towards the company will come via inward remittance. You will have to inform your bank or the RBI about this within the first 30 days of registration
• Share certificate issuing: Section 10(2) of the Companies Act, 2013 indicates that all money payable by any member of the company under the Memorandum of Association or Articles of Association will be counted as a debt to the company from the particular member. The section 56(4) of the act also dictates that company should issue share certificates to the Memorandum Subscribers within 2 months of the date of the company registration
• For non-residents, an FC-GPR: After reporting inward remittance, the company has to file the FC-GPR form
• Stamp duty:  Stamp Duty has to be paid within 30 days of issuing the share certificates. Stamp Duty varies from  State to State and therefore the amount is determined by the state in which the office of the company registration is done.
• PF: If your organisation has over 20 employees, then you can deduct a PF contribution 
• Maintaining registrars and minute books: According to the 2013 Companies Act, if a company fails to maintain the prescribed books they might be looking at some fines under the penal provisions of the act.
• Member registration: Names and details of subscribers have to be detailed and documented in the Register of Members with the date of incorporation of the company as the date.

In a bid to ensure ease of doing business, the Ministry of Corporate Affairs has made it easy for company registration online, the DSC of each subscriber is required. The subscribers and witnesses are expected to affix their digital signatures to the e-MoA and e-AoA.

Before you do that, verify your company’s name availability. Additionally, the projected name of the organisation can likewise be held through the RUN web service. RUN (Reserve Unique Name) is simple to utilise web administration for booking a name for a new organisation or change of name for any current organisation. The applicant needs to apply through RUN for reservation of the proposed organisation name alongside payment of relevant charges, which at that point will be handled by the Central Registration Centre (CRC).

Once this is done, draft the MoA and the AoA. Memorandum of Association (MoA) stands for the deed of the company. It is an officially authorised document prepared during the formation and registration process of a company to define its relationship with shareholders and it specifies the objectives for which the company has been formed. 

An Article of Association (AoA) outlines the rules and regulations of the internal management of the company. It outlines the duties, rights, and powers of the management of the company. It is an officially authorised document prepared during the establishment and registration procedure of an organisation to characterise its association with investors and it determines the aims for which the firm has been built. 

You are then required to fill out the SPICe form. SPICe Form (INC-32) deals with the single application for reservation of name, incorporation of a new company and/or application for allotment of DIN and/or application for PAN and TAN. This e-Form is accompanied by supporting documents including details of directors & subscribers, MoA and AoA, etc. 

Once the e-Form is processed and found complete, the company would be registered and CIN would be allocated. Also, DINs get issued to the proposed directors who do not have a valid DIN. Three directors are allowed to use this integrated form for filing applications for the allotment of DIN while incorporating a company. Moreover, PAN and TAN would get issued to the company.

 SPICe Form is to be filed with the Registrar of Companies along with accompanying documents:

1. a) Form DIR-2 – statement from first directors
2. b) Statement by Directors- regarding credits
3. c) DIN affirmation by proposed directors
4. d) INC-9 affirmation by first subscribers and directors
5. e) Directors’ interest
6. f) Memorandum of Association (can be recorded as eMoA in Form INC 33)
7. g) Articles of Association (can be recorded as eAoA in Form INC 34)
8. h) Statement by the director if any agreement of sector regulator is required
9. i) Registered office address proof
10. j) Proof of address and identity of all the subscribers

Step 6: File form INC 35 or form AGILE with RoC for GST, ESIC and EPFO registration in one go. 

Form AGILE is an application for GST number, Employees State Insurance Corporation (ESI) registration and Employees Provident Fund (EPF) registration. Startups who are looking to register their companies through SPICe e-form can likewise apply for GSTIN or Establishment Code as provided by EPFO or Employer Code as provided by ESIC through e-form (INC-35). 

This procedure will be appropriate for companies incorporated under MCA through the SPICe application. Different classes of applicants (Tax Collector, Tax Deductors, Casual Taxable Individual, ISD, and so forth) for GSTIN should pursue the current procedure of enlistment through the common portal for GST registration.

However, it is discretionary to apply for GSTIN, Establishment code, or Employer Code at the hour of consolidating the organisation.