Prospectus – An Overview

The Companies Act 2013 defines Prospectus of a Company as any document issued as a prospectus. It includes Shelf, Red Herring or any other document inviting offers from public for subscription of securities of the Company.

Prospectus- Meaning

It means a formal document that a Public Company issues to invite offers from public for subscribing its shares. It includes all the material information related to shares that a Company offers to the public. Furthermore, it usually help the investors to take investment decisions.


Contents of a Company Prospectus

  1. Name of the Company
  2. Registered Address of Company
  3. Objects of the Company
  4. Purpose of the issue
  5. Nature of Business
  6. Capital structure of Company
  7. Name and address of Signatories and no of shares subscribed by them
  8. Qualification shares of the Directors
  9. Particulars of Debentures and redeemable preference shares
  10. Remuneration of Directors and Promoters
  11. Minimum Subscription for allotment
  12. Date of opening and closing of issue
  13. Details of Underwriter
  14. Underwriting Commission and Brokerage
  15. Name and address of Auditor, Company Secretary, Banker and Trustee of Company
  16. Particulars of material documents
  17. Expected rate of dividend and voting rights

Requirements as to Issue of Prospectus of a Company

There are some requirements that company has to comply with before issuing it. Those are:-

  • There should be disclosure of material matters.
  • Moreover it must be dated.
  • Company must file a duly signed copy of it to ROC for its registration.
  • Furthermore, Company shall file it with various agencies such as SEBI, Stock exchanges and other agencies.
  • SEBI examines the draft of Prospectus to ensure disclosures and compliances.

Types of Prospectus

These are of different types. Some of them are:-

  1. Red Herring
  2. Shelf
  3. Abridged
  4. Deemed

Red Herring Prospectus

  • It is the offer document which contains all the details about the offer of securities. However it does not include quantum of issue and the price of securities.
  • Furthermore, it is not the final prospectus as Company can update it several times before the final issue.
  • Issuer company needs to file it with Registrar at least 3 days prior to the opening of offer.
  • It is named in such a way because it contains a para in Red ink. That states that Company is not attempting to sell the shares before approval of SEBI.

Shelf Prospectus

  • Company can issue more than one issue from the single document which we call Shelf Prospectus.
  • Furthermore, banks and financial institutions usually issue it.
  • In this case once the company files it with ROC, there is no need to file fresh prospectus at every issue.
  • However it has the validity of up to one year.
  • In case there is any change in the issue, then company can file such change in Information Memorandum.

Abridged Prospectus

  • It means a memorandum containing salient features of a prospectus.
  • Furthermore it contains the information in brief which helps the investor to take investment decision quickly.
  • In this case, Company needs to attach it along with every application form for purchase of securities.

Deemed Prospectus

  • It is a document which the company issues in case of offer for sale of securities to the public.
  • Moreover this document is an invitation to public to purchase the shares of company through an intermediary such as Issuing House.

Conclusion

A Prospectus is a legal document that a Public Company needs to issue for inviting public to subscribe its shares. However this requirement does not apply in case of Private Company as it cannot raise capital through public issue.

FAQs

Is private company also required to issue a prospectus?

A Private Company is not required to issue it. However Private Company needs to issue Private placement offer letter while making Private Placement.

What will be the consequence of misstatement in prospectus?

If there is any misstatement, then the persons who authorized the issue attracts the civil liability or criminal liability under Companies Act 2013.

Section 115QA – Tax on Buyback of Shares

What is Buyback of Shares?

In simple terms, buyback of shares is when a company repurchases the shares issued by it from the existing shareholders. The company buys back its shares usually at market value or higher. Companies use buy back as a means to return cash to shareholders and regain ownership. Tax on buyback of shares in India is now regulated by Section 115QA of the Income Tax Act, 1961.

Why do Companies Buyback shares?

As per recent trends, one can observe an increasing use of buy back as means of capital restructuring by Indian companies. The following are certain objectives a company aims to achieve when it undertakes buyback:

  • Share buybacks reduce the number of shareholders of the company, thus enhancing the EPS (Earning per share) to shareholders in the long run. 
  • Management may feel the market has undervalued its share price too sharply, hence a buyback may result in fairer valuation of the company’s stock price.
  • Helps improve key financial ratios like return on net worth, return on assets etc. over a period of time.
  • Serves as a positive sign for investors about the confidence of the management in the business. 
  • Provide exit to investors in times of volatility

Income Tax on Buyback of Shares under Section 115QA

Earlier, the amount distributed as buy-back of shares was chargeable to capital gains in the hands of the shareholders and not charged to the company. As a result, income tax was payable at lower rates on buyback of shares. In order to avoid the tax, companies started resorting to buyback of shares as an attractive way to distribute surplus income amongst stakeholders. As an anti-tax avoidance measure, the government introduced Section 115QA under the Income Tax Act vide the Finance Act, 2013.

Initially, section 115QA was applicable only to unlisted companies. However, the Union Budget 2019 announced the said section to be applicable to the listed companies as well. The amendment is effective for all buybacks post July 5, 2019, vide Finance Act (No.2) 2019.

What does Section 115QA say?

  • Both listed and unlisted companies are liable to pay additional income tax on the amount of distributed income on buyback of shares from shareholders. 
  • The tax on distributed income (i.e. buy-back) is payable by the company even if such company is not liable to pay income tax.
  • The company is liable to pay tax at 20% plus surcharge at 12% plus applicable cess.
  • The company is liable to pay the tax within a period of 14 days from the date of payment to the shareholders on the buyback.
  • The tax on buyback shall be treated as final payment of tax. No further credit shall be claimed either by the company or any other person in respect to the tax so paid.
  • As companies are now liable to pay tax on buyback of shares. Furthermore, shareholders do not have to pay any tax on any income arising from the buyback.

When are the provisions of Section 115QA not applicable?

The provision of Section 115QA is not applicable under all of the situations below:

  • The company is listed on the recognized stock exchange; and
  • The company has announced buyback of its shares; and
  • The public announcement took place before July 5, 2019; and was in accordance with the provisions of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.

Illustration

A company repurchased 100 shares in January 2019 at the market price of INR 50. The issue price for the same is INR 10.

Tax Liability Prior to Amendment Post Amendment
Company No tax liability The company is now liable for a buyback tax of 20% on the distributed income that is Rs. 40, the difference between market price and issue price (50-10).
Individual shareholder Individual shareholders must pay capital gains tax (long term or short term) depending on the holding period of shares on the difference amount (Market price – Issue Price) that is Rs. 50– Rs. 10 = Rs. 40. No tax liability

Implications to individual shareholders

Generally, a company which has distributable surplus has two options to return cash to its shareholders: 

  • Declare dividend
  • Buyback its shares

Earlier, the declared dividend was chargeable as Dividend Distribution Tax (DDT) to the company and not the shareholder. Whereas the amount distributed as buy-back of shares was chargeable to the shareholder and not the company. The rationale for the introduction of Sec 115 QA was that companies would resort to buyback of shares in order to avoid dividend distribution tax. However, under budget 2020, DDT on dividends was abolished and the company is no longer liable to pay tax on dividends. Instead, dividends would be taxable in the hands of the shareholder (as per applicable slab rates). From the shareholder’s perspective, this means that income from buybacks is now more tax efficient compared to income from dividend.

FAQs

I am an employee and my company recently announced an ESOPs buyback, do I have to pay tax on income received through through these ESOPs sales?

No, when it comes to buyback of shares, the provisions under sections 10(34A) and 115QA of the Income Tax Act shall intervene. As per section 10(34A), any income arising to a shareholder (including ESOP-shares) on account of buyback of shares by the company shall be exempt in the hands of such shareholders. Further, as per section 115QA, the tax @ 20% shall be paid by the unlisted company on the buyback of its shares.

Can tax credit be claimed for tax paid on buyback of shares?

The tax on distributed income paid/ payable by the company shall be treated as final payment of tax. No further credit shall be claimed either by the company or any other person in respect of the amount of tax so paid. Further, income charged under section 115QA shall not be allowed any deduction under any other provisions of the Act either to the company or shareholders.

Small Company as per Companies Act 2013

The Companies Act 2013 had introduced the concept of Small Company. It is not specifically registered with the specific name but is simply a Private Company with less amount of investment and less turnover. In a Developing Country like India, such a company plays a significant role.

Small Company under Companies Act 2013

According to Companies Act 2013, Small company means the company which satisfies the following conditions:-

  • It has paid up share capital of not more than 50 lakhs or such higher amount as may be prescribed which shall not be more than 10 crores
  • It has annual turnover of not more than 2 crores or such higher amount as may be prescribed which shall not be more than 100 crores.

    To become a Small Company, a Private Company requires to fulfill both of the conditions prescribed above.

Exceptions in case of Small Companies

A Company is not a Small Company if:-

  1. It is a Public Company.
  2. It is a Holding of another company.
  3. The company is a subsidiary of another company.
  4. The company is a Section 8 Company.
  5. It is a company governed by any Special Act.

Features of Small Company

  • Small company is a Private Company.
  • It has limited Area of operation.
  • It has a fewer number of employees.
  • Companies Act 2013 provides certain benefits to Small Company.
  • It holds a limited amount of Investment.
  • It has Separate legal entity from its owners.
  • The status of a Small Company may change from year to year as capital and turnover changes every year.

Privileges

Companies Act 2013 provides certain benefits to the Small companies which includes:-

  • Every company is required to hold 4 Board Meetings in a year. While a Small Company needs to hold only 2 Board meetings in a calendar year i.e. one board meeting in each half of the calendar year. However the gap between the two board meetings should not be less than 90 days.
  • In case of Small Company, the Annual Return can be signed by Company Secretary alone or if there is no CS, by a single Director only.
  • A Small company does not require to maintain a Cash flow statement as a part of its Financial Statements.
  • Every company needs to change its auditor by rotation according to Section 139(2) of Companies Act 2013. However Small company need not comply this section and hence is exempt from the requirement of this section.
  • A Small Company does not require to report in its Audit Report regarding Internal Financial controls and the operating effectiveness of the company.
  • In case of Small Company, Companies Act prescribes lesser penalties as compared to every other company.


Private Limited Company Registration
Expert assisted plan for incorporation of your Private Limited Company
[Rated 4.8 stars by customers like you]
Private Limited Company Registration
Expert assisted plan for incorporation of your Private Limited Company
[Rated 4.8 stars by customers like you]

FAQs

What is the difference between a small company and private company?

A small company is a private company whose capital does not exceed 50 lakhs or such higher amount as prescribed which shall not be more than 10 crores and turnover does not exceed 2 crores or such higher amount as may be prescribed which shall not be more than 100 crores while a Private company includes a Small Company.

What will be the consequence if my threshold limit for capital and turnover exceeds the limit prescribed for Small Company under the Companies Act 2013?

If the capital of a Small Company or turnover exceeds the threshold limit, it is no more considered as a Small Company and it can no more enjoy the privileges granted to a Small Company under the Act.

Promoter of a Company

According to Companies Act 2013, A Promoter in Company refers to the person who:-

  • has been named in the Prospectus of the company or is identified by the company in its Annual Return.
  • directly or indirectly, has control over the affairs of the company.
  • Advises, instructs, or directs the Board of Directors of the Company.

Promoter- Meaning

A Promoter is a person who is engaged in promoting the formation and incorporation of the Company. He conceives the idea of setting up the business and took the steps for the formation of the Company. However, the persons who assist in the incorporation of the company are the Professionals and not the promoters.

Characteristics of a Promoter in Company

  1. Promoter conceives the idea for the formation of the Company.
  2. He takes all the preliminary steps for the formation of the company.
  3. A Promoter may be:-
    • Any Individual
    • Any Firm
    • Association of persons
    • A Company
  4. A Promoter is neither agent nor trustee of the Company.
  5. The promoter can be more than one person.
  6. He acts in a fiduciary position for the Company

Legal Position of a Promoter

A Promoter is neither an agent nor a trustee of the Company. He acts in a fiduciary position towards the Company. He takes steps for the formation of the Company and incurs the preliminary expenses for the Incorporation of the Company like Registration expenses, Stamp duty payment, professional fees, etc.

Functions of Promoters of a Company

  • He generates the idea for the formation of a company and explores the opportunities.
  • The promoter makes a feasibility study for the Business.
  • He drafts or gets drafted the Memorandum of Association, Articles of Association, and other required documents for the proposed company.
  • He arranges finance for the Company.
  • Promoter arranges for the Subscribers of the company.
  • He takes steps to make preliminary contracts for the proposed company.
  • He defrays preliminary expenses.
  • Promoter decides about the following
    • Name of the Company
    • Type of Company
    • Location of Registered Office
    • Amount and form of Share Capital

Rights of Promoter

  1. In the case of more than one Promoter, he has the right to recover the proportionate amount from the co-promoter if he pays the entire expenses.
  2. The promoter can enter into preliminary contracts on behalf of the company.
  3. Promoter has the right to receive remuneration. However, there must be a valid contract for remuneration.
  4. He has the right to receive legitimate preliminary expenses.

Duties of Promoter

The Promoter of a Company has certain duties and liabilities towards the Company and co-promoters.

  • The promoter should not make any secret profit from the company. However, if he makes a secret profit he should disclose them.
  • He should disclose all the material facts relating to the company.
  • Furthermore, it is the duty of the promoter to make good to the Company.
  • He must exercise due diligence and care.
  • He should not make any contract prejudicial to the interest of the proposed Company.
  • The promoter must consider the company’s interest prior to his personal interest in case any conflict arises between the company’s interests and his interests.

Remedies available to Company against Promoter

If the Company promoter acts against its duties, the Companies Act provides some remedies to Companies against the promoters. Those remedies are:-

  1. Rescission of Contract
  2. Recovery of secret profits
  3. Suit against promoter
  4. Cancel right of receiving remuneration by the promoter


FAQs

What is pre-incorporation Contract?

A pre-incorporation contract is that contract that is entered by the promoter prior to the incorporation of the company.

Is Company liable and be sued for the pre-incorporation Contract?

The company is not liable for the pre-incorporation contract as the Company was not in legal existence when the contract was made. Hence Third Party cannot sue Company for the pre-incorporation contract.
However in case the Company ratifies the contract along with the acceptance of the third party or the company novates the contract, then only Company can be held liable.

What is the difference between promoter and director?

A promoter is a person who takes steps for the formation of a company. However, the director is the person who controls the day to day affairs of the company. Both can be the same or different in a company.

Types of Companies in India

A Company is an association of persons, however, it is a separate legal entity from its owners. It is a body corporate with perpetual succession and a common seal. It can sue and be sued in its own name. There are different types of business entities in India. In this article, we will discuss the different types of companies in India.

Types of Companies in India under Companies Act 2013

The following chart shows the Company types in India on the basis of different criteria.

Companies based on the Size

  1. Public Company
    A Public company is a company in which members can freely trade the company’s shares on the stock exchange. In simple terms, it means a company that can raise funds from the public.
  2. Private Company
    A private company is a company in which there is a restriction on the transferability of shares and can raise money through private placement.
    This company has two types- small company and one person company.
    • Small Company
      A small company is a company that has a paid-up share capital of not more than 50 lakhs or such higher amount as may be prescribed but not more than 10 crores, and a turnover of not more than 2 crores or such higher amount as may be prescribed which shall not be more than 100 crores.
    • One Person Company (OPC)
      One Person Company is a company which has only one person as a member. The Companies Act 2013 had first introduced the concept of OPC. Only a resident can incorporate an OPC.

Types of Companies on the basis of Liability

  1. Limited by shares
    In this type of company, the liability of members is limited to the unpaid amount on shares which they hold in the company.
  2. Limited by Guarantee
    In such a type of company, the liability of members is limited to the extent of the guarantee amount that they agree to pay at the time of liquidation of the company.
  3. Unlimited Company
    In the case of an unlimited company, the liability of the members extends to the entire company’s debts. The personal assets of members are liable for the payment of a liability of the company.

Types of Companies on the basis of control

  1. Holding Company
    A company in relation to another company is a holding company if it:-
    • holds more than half of the total share capital of that another company, or
    • holds a position of control in that company.
  2. Subsidiary Company
    If in a company, another company directly or indirectly holds more than half of its capital or holds a position of control then we call the company a subsidiary of that holding company.
  3. Associate Company
    Associate company is the company in which another company holds more than 20% of the share capital of the company.

Types of Companies on the basis of Stock

  1. Listed company
    In the case of a listed company, the company lists its shares on the stock exchange in India or outside India.
  2. Unlisted company
    The shares of the unlisted company do not list themselves on any stock exchange, hence we call it an unlisted company.

Other Companies

  • Government Company
    A government company is a company in which the Central Government, State government, or both holds not less than 51% of the paid up share capital.
  • Foreign Company
    A foreign company is a company which is incorporated outside India but has a place of business in India.
  • Section 8 Company
    A Section 8 Company is a Non-Profit Organization under Section 8 of Companies Act 2013. It has the promotion of Arts, Science, Commerce, Sports, Education, Social Welfare, the Protection of the environment, or any other charitable activity as its main objects.
  • Nidhi Company
    A Nidhi company is a type of Non-Banking Financial Corporation. It is basically formed to borrow and lend money among its members.
  • Dormant Company
    When a company is not active or inoperative, we call it a Dormant Company.
Private Limited Company Registration
Expert assisted plan for incorporation of Private Limited Company
[Rated 4.8 stars by customers like you]
Private Limited Company Registration
Expert assisted plan for incorporation of Private Limited Company
[Rated 4.8 stars by customers like you]

FAQs

I am a member in OPC. Can I incorporate another OPC and become member of it?

A person can be a member in one OPC only. If you are already a member in one OPC, you cannot become member in another OPC.

How can a dormant company get the status of active company?

A dormant company who wishes to get the status of active company has to file the application under Form MSC-4 to ROC. If satisfied with the application, ROC will issue a certificate under Form MSC-5 to the dormant company to get the status of active company.

What are the documents that one requires to register a Company India?

A person who wishes to incorporate a Company in India needs the following documents:-
1. Utility bills for Office address (not older than 2 months)
2. Stamped and Notarized Rent Agreement/ Lease Deed
3. No Objection Certificate from the owner of the place of Registered Office
4. PAN of all the directors
5. Identity Proof of Subscribers
6. Address proof of Subscribers (not older than 2 months)
7. Consent to act as Director (DIR-2)
8. Declaration by Subscriber/ Director (INC-9)

SPICe+ Form Overview

The Ministry of Corporate Affairs has introduced a new form for incorporation of companies under the Ease of Doing Business (EODB) initiative. The name of the form is SPICe+ form. The full form of SPICe is Specified Proforma for Incorporating a Company Electronically.

What is SPICe+Form?

It is an integrated web form which offers 10 services at one go thereby saving time and cost as well as simplifying the process for Starting a Business in India.

This form provides the facility for incorporation of any company including Private company, OPC, Producer company, Unlimited company, Section 8 company, Nidhi company or any other company.

Private Limited Company (PLC) Registration
CA Assisted Plan specially designed to help you incorporate your PLC
[Rated 4.8 stars by customers like you]
Private Limited Company (PLC) Registration
CA Assisted Plan specially designed to help you incorporate your PLC
[Rated 4.8 stars by customers like you]

Features of SPICe+ Form

  • SPICe+ offers 10 services in total which we split into two parts i.e. Part A and Part B.
    • The part A provides a person with the facility for reservation of name for his new company.
    • Part B offers the other nine services which are as follows:
      1. Incorporation of company
      2. Allotment of DIN
      3. Allotment of PAN of the Company
      4. Registration for EPFO
      5. Allotment of TAN of the company
      6. Registration for ESIC
      7. Profession Tax Registration (Maharashtra)
      8. Opening of Bank Account for the Company
      9. Allotment of GSTIN for the company

Forms for Incorporation of Company

The person who wishes to incorporate a Company needs to fill and upload following forms:-

  1. SPICe+ Part A (Reservation of Name)
  2. SPICe+ Part B
  3. Agile Pro Form
  4. SPICe MOA
  5. SPICe AOA
  6. INC-9 (Autogenerated)

Major Updates after the Introduction of SPICe+ Form

  • The SPICe+ form has replaced the old SPICe form for the incorporation of companies.
  • Furthermore, the AGILE Pro form has replaced the AGILE form through which the company needs to apply mandatorily for EPFO/ESIC/Bank Account at the time of filing the SPICe+ Form for the company.
  • The registration of EPFO and ESIC has become mandatory for companies incorporated on or after 15th February 2020.
  • Furthermore, the companies are also required to open a bank account through the AGILE-PRO form.
  • In case the total numbers of subscribers are less than 20 and have DIN or PAN the declaration of INC-9 will be auto-generated and will be uploaded with other linked forms in SPICe+.

Documents Required for SPICe+ Form

The Form SPICe + and its linked forms for incorporation of Company requires different attachments.

Attachments for SPICe+ Part B

  • Utility bills copy for office address (not older than 2 months)
  • Notarized and Stamped Rent agreement/ Lease Agreement for Registered office of Company (in case applicable)
  • NOC from the owner of the property
  • PAN of each Director (Mandatory)
  • Proof of identity of subscribers and directors (Passport/ Voter ID/Driving license)
  • Address Proof of subscribers and directors (Bank Statement/Electricity bill/ Mobile bill/ Telephone bill)- not older than 2 months
  • Proof of identity and address of Applicant I, II, III in case applying for DIN for directors
  • The interest of director in other entities along with the name and CIN/LLPIN/FCRN of an entity, designation, amount, and percentage of holding (in case the director has an interest in other entity)
  • Consent to act as director (DIR-2)
  • Declaration by first director(s) and subscriber(s) (INC-9)
  • Consent of Nominee (in case of OPC)

Attachments in Agile Pro Form

  • Proof of Office Address for GSTN
  • Proof of appointment of Authorized signatory for GSTN (in case applying for GST)
  • Specimen signature of Authorized signatory for EPFO
  • Proof of Identity of Authorized Signatory
  • Proof Of Address of Authorized Signatory
  • Photos of all the directors (Size up to 100KB)
Always check the size of your Incorporation Forms before uploading on MCA Portal. The size of any form of Incorporation should not exceed 6 MB. In case the size exceeds, forms will not be accepted by MCA.
Tip
Always check the size of your Incorporation Forms before uploading on MCA Portal. The size of any form of Incorporation should not exceed 6 MB. In case the size exceeds, forms will not be accepted by MCA.

Details required

  1. Company’s proposed names in the order of preference
  2. Correspondence and Registered office of the company
  3. Capital Structure of Company
  4. Contact Details of the company (contact no, email id)
  5. Names of directors (minimum 2 having valid DSC)
  6. Details of directors and subscribers
    • Father’s name
    • Address (present and permanent)
    • DIN/PAN/CIN
    • Date of Birth
    • Contact number
    • Email address
    • Place of birth
    • Occupation
    • Educational Qualification
    • Duration of stay at current address
    • Designation and holding in the company
    • Nationality and citizenship
SPICe+ Instruction Kit
You can also refer to this Instruction Kit of SPICe+ for filing this new web based form.
Download
SPICe+ Instruction Kit
You can also refer to this Instruction Kit of SPICe+ for filing this new web based form.
Download

Procedure for Incorporation of Company through SPICe+

Lets learn how to fill and upload SPICe+ for incorporation of a Company.

  1. Login to MCA

    Login to MCA portal. Go to ‘MCA services’ and click on ‘SPICe+’.

  2. New Application

    Click on ‘new application’. However if you have already filed Part A you can choose existing application.
    Fill Part A of the SPICe+. Furthermore complete all the details for reservation of name of the proposed company including:-
    Type of company
    Class of company
    Category of company
    Sub-category of company
    Main division of industrial activity of company (description will automatically get filled according to code user chooses)
    Particulars of proposed or approved name

  3. Automatic scrutiny of name

    Click on ‘Autocheck’ button for automatic scrutiny of proposed name. Click on ‘Save’ button.

  4. Submit Application

    Submit your application for Part A by clicking on ‘Submit’ button.

  5. Name approval letter

    MCA will provide you the Name approval letter. Furthermore MCA will provide the user 20 days time period for filling other forms and uploading on MCA site.

  6. SPICe+ Part B

    Now proceed for Part B of SPICe +.

  7. Enter required details in SPICe+ Part B

    Complete the basic details regarding the company to be incorporated which shall include:-
    Capital structure of the proposed company
    Address of the proposed company
    Contact details of the proposed company (email address and contact number of company)

  8. Subscribers and directors details

    Further enter the given details for subscriber and subscribers.
    Number of first subscribers of MoA and directors of company (having DIN or not having DIN)
    Particulars of first subscribers and directors of company
    Number and amount of shares subscribed
    Interest in other entity (if any)

  9. Stamp duty

    Click on prefill button. As a result, amount of stamp duty will get prefilled according to the respective State of ROC.

  10. Issuance of PAN & TAN

    Furthermore enter the details required for issuance of PAN and TAN. You need to enter the area code for PAN and TAN of the company.

  11. Fill in the required details

    Fill your sources of income. Enter the Business/Profession code.
    Upload the mandatory attachments in the eform. In optional Attachments you can attach Form INC-9 and DIR-2 for each partner.

  12. Submit the declarations

    Finally, submit the relevant declarations and click on pre scrutiny.

  13. Submit the form

    Once the pre scrutiny is successful submit the SPICe+. Fill the other linked mandatory forms :-
    AGILE Pro
    eMOA (Charter of the company)
    eAOA (Rules and regulations)
    INC-9

  14. Download the form

    After filling all the linked forms to SPICe+, download the Spice forms.
    Get the forms signed by director and professional who certifies the forms.

  15. Upload forms and make payment

    Further upload all the linked forms in proper sequence. If the upload is successful, SRN will get generated. However in case of failure it will show error.
    Now make payment. On successful payment receipt will be generated.

FAQs

I want to incorporate a private ltd company. How many names can I propose for my new company in SPICe+ application?

If you are making application for name reservation only i.e. SPICe+ Part A, then you can submit two names. If you are filing complete SPICe+ form, then you are allowed to propose only one name for your company.

What is the difference between SPICe form and SPICe plus Form?

SPICe Form is an eform which only offered the facilty of reservation of name of the company, incorporation of company and allotment of DIN. While SPICe Plus Form is an integrated web form offering 10 services which includes name reservation, incorporation, allotment of DIN, PAN, TAN GSTIN, EPFO registration, ESIC registration Profession tax registration and opening of bank account.

How many DINs can be applied for through SPICe+ while incorporating the company?

Maximum 3 DINs are allowed to be applied through a SPICe form while incorporating a company other than producer company. In case of producer company applicant can apply for maximum 5 DINs.

I want to incorporate a private limited company. Do I need to attach MoA and AoA in the SPICe+ attachments?

As you are incorporating a private limited company, you need not attach MoA and AoA in attachments to SPICe+. MoA and AoA are required to be filled as linked forms to SPICe+ which will then be uploaded on MCA site.

I have submitted and uploaded all the forms of SPICe+ and made payment for PAN and TAN. I am not able to make the payment for Stamp duty. Status of SRN is also showing pending. What should I do?

As you have uploaded the forms and made the payment for PAN and TAN , it might take 48 hours time to clear the payment. However the forms are successfully uploaded.