The introduction of Form INC-32, known as SPICe – Simplified Proforma for Incorporating Company Electronically, has made it both faster and more efficient to incorporate a company in India. Since February 2020, the form has been SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus), a single web application on the MCA V3 portal that combines name reservation, incorporation and several statutory registrations.
Due to this, form INC-32 has streamlined the procedures and paperwork required to be done to setup a Company, as part of the Government of India “Ease of Doing Business” initiative. Besides saving both time and cost, this digital advancement guarantees smooth coordination with the several departments involved in company formation process.
What is Form INC-32 (SPICe)?
The SPICe+ filing fee is nil for a company with authorised capital up to ₹15 lakh; above that, it follows the MCA Table of Fees. Name reservation through Part A costs ₹1,000, and stamp duty on the MoA and AoA depends on the state of registration. SPICe+ (Form INC-32) is the electronic form used to incorporate a company. It superseded the previous process, wherein the applicant was to submit separate forms for Director Identification Number (DIN), name approval & incorporation.
SPICe+ integrates company incorporation, DIN allotment for up to three directors, name reservation, PAN and TAN in one go. Its linked form AGILE-PRO-S (INC-35) adds EPFO and ESIC registration, opening of the company’s bank account and, if opted for, GSTIN. This single-window system ensures that startups and businesses can get started and operational at a much faster pace without getting stuck in bureaucratic time delays.
Objective and Purpose
Simplification of the process of incorporation would ultimately be contributing to the ease of doing so because the main aim behind the unveiling of INC-32 was to enhance digital governance specifically in the arena of companies. Before SPICe, a company needed several filings and physical documents had to be submitted, resulting in delays and an inefficient process.
SPICe is an eco-friendly initiative by bringing multiple formalities into one single form, which makes the system more user-friendly and transparent and therefore, eliminates redundant steps, saving time. This step never aims other than to ease the incorporation process for companies to help them grow and attract further startups and investments.
Authorizations on Form INC-32
The Companies (Incorporation) Fourth Amendment Rules, 2016, under the Companies Act, 2013, introduced Form INC-32. Rule 38 of Companies (Incorporation) Rules, 2014 governs it and has been a common application form for the incorporation of all kinds of companies viz Private Limited Company, Public Limited Company, Section 8 Company, Producer Company, and One Person Company (OPC).
It was in February 2020 that SPICe+ (INC-32 Part A and Part B) replaced SPICe. Through its linked form AGILE-PRO-S (INC-35), SPICe+ also covers EPFO and ESIC registration and opening of the company’s bank account, with GSTIN as an option. In select states, it also covers Professional Tax and Shops & Establishment registration.
Advantages and Features of INC-32
The primary advantage of having Form INC-32 is that it combines a number of registrations as well as approvals in a single step. The features include:
- Approval of Director Identification Number (DIN) for max 3 directors.
- Reservation of company Name through Integrated Part A.
- E-filing of Memo. of association (INC-33) and Articles of association (INC-34).
- Automatic allotment of PAN and TAN
- EPFO and ESIC registration and the company’s bank account through AGILE-PRO-S (INC-35), which is filed with every SPICe+ application; GSTIN is optional.
- Professional pre-certification for accuracy and legal
These make SPICe a time-saving, inexpensive, and, at the same time, legally compliant way to incorporate a company in India.
Who Can File Form INC-32?
All companies which are to be incorporated under the Companies Act, 2013 will have to use the prescribed Form—Form INC-32. SPICe acts as the entry point for official registration, be it through the formation of a Private Limited Company, Public Company, One Person Companies (OPC), or Section 8 Companies (non-profit). Since Form INC-32 integrates name reservation, DIN allotment, PAN, TAN, and other registrations into a single process, it has become an essential component of private limited company registration in India, enabling entrepreneurs to establish businesses through a streamlined digital platform.
But, in case of companies requiring prior approval from sectoral regulators like RBI, SEBI, or IRDAI, they should obtain such prior approval before applying for SPICe filing.
SPICe+ Fees and Stamp Duty
Government fees under SPICe+ depend on the company’s authorised capital and its state of registration. All fees and stamp duty are paid online when the forms are submitted.
| Cost component | Amount | Remarks |
|---|---|---|
| Name reservation (SPICe+ Part A) | ₹1,000 | Payable to MCA |
| SPICe+ filing fee, authorised capital up to ₹15 lakh | Nil | Applies to every company in this range |
| SPICe+ filing fee, authorised capital above ₹15 lakh | As per MCA Table of Fees | Increases with authorised capital |
| Stamp duty on MoA and AoA | State-specific | Depends on the state and the authorised capital |
Most new companies keep authorised capital between ₹1 lakh and ₹10 lakh, which keeps the SPICe+ filing fee at nil. Authorised capital can be increased later as the business grows, so there is no benefit in starting with a high figure.
Procedure for Filing Form INC-32
Filing Form INC-32 under the MCA21 portal is a multi-step process that begins with obtaining DSCs and ends with the documents being uploaded. Below is a high-level outline of the process:
- Apply for DSCs of proposed directors and other professionals. It is compulsory to e-file all MCA forms electronically.
- File SPICe+ Part A for name reservation. Choose the type of company, enter the main business activity (NIC code) and propose up to two names. Pay the name reservation fee of ₹1,000 and note the Service Request Number (SRN). MCA allows one resubmission if the names are not approved. An approved name is reserved for 20 days, and Part B must be filed within that period. In Part B, link the SRN from Part A and enter the registered office address, capital structure, and director and subscriber details, including DIN applications for up to three directors and the PAN and TAN applications for the company.
- Once Part B is submitted, the linked forms are generated: e-MoA (INC-33), e-AoA (INC-34), AGILE-PRO-S (INC-35) and INC-9 (declaration by subscribers and first directors). Complete them, have them signed with the DSCs of the directors and subscribers, and upload them with the other mandatory attachments, such as identity and address proofs, the registered office proof and the DIR-2 consents.
- AGILE-PRO-S (INC-35) is filed with every SPICe+ application. It covers EPFO and ESIC registration and opening of the company’s bank account, and GSTIN if you opt for it. In select states, it also covers Professional Tax and Shops & Establishment registration.
- In this case, a director digitally signs the form and signs it with the practitioner of a Chartered Accountant, Company Secretary, or Cost Accountant. Stamp duty on the MoA and AoA and any MCA fees are paid online, and the application is then submitted to the ROC for examination.
- When everything appears to be in order, the ROC issues a Certificate of Incorporation (COI) along with PAN, TAN, and other registration numbers.
Attachments Required with INC-32 Application
Several accompanying documents must be submitted along with Form INC-32. These can be the identity and residence proof of all the directors and subscribers, a utility bill for the registered office (not older than two months), NOC from the property owner, the declaration by subscribers and first directors in Form INC-9, and consent to act as a director in Form DIR-2.
If a director or subscriber is a foreign national or a foreign company, the documents must be notarised and apostilled in the home country, or consularised at the Indian Embassy where the country is not a party to the Hague Convention.
Professional Certification and Compliance Check
The complete application requires certification by a practicing professional (CA, CS or CMA) before submission. This certification confirms the satisfaction of all statutory requirements and that the information given is truthfully accurate according to their best understanding.
A professional verification of company incorporation documents assists in minimizing the possibility of rejection, slowing down of processing, and increases the credibility of company documents.
Formalities After Incorporation
Post incorporation formalities are to be done once the Certificate of Incorporation has been issued.
Companies that are not immediately commencing operations should also be aware of compliance requirements relating to dormant filing, as entities obtaining dormant status under the Companies Act must continue fulfilling prescribed annual filing obligations to maintain their legal standing.
- Setting up a bank account in the name of the company.
- Filing of INC-20A (Declaration of Commencement of Business) within 180 days
- If applicable, GST registration.
- Keeping statutory registers and records.
- Hold the first Board meeting within 30 days of incorporation.
- Depositing the share subscription money in the company’s bank account. This must be done before INC-20A is filed.
- Appointing the first auditor through the Board within 30 days of incorporation (Section 139(6)).
- Issuing share certificates to the subscribers within two months of incorporation (Section 56(4)).
Missing INC-20A attracts a penalty of ₹50,000 on the company and ₹1,000 per day on each defaulting officer, up to ₹1 lakh. The ROC can also strike off the company’s name.
This ensures that the business is correctly registered and legally able to operate.
Conclusion
Form INC-32 (SPICe) has transformed the process of company incorporation in India. It fast-tracks this process across many stages in a single digital landscape, ultimately delivering transparency and centralization for entrepreneurs and professionals. It is a one-stop solution for new companies, bringing together name reservation, DIN, PAN, TAN, EPFO, ESIC and the bank account, with GSTIN as an option.
Whether you’re a startup founder or a legal consultant helping with company formations, efficient knowledge of SPICe and how to utilize it can pave the way for a hassle-free registration process. Right from the start, MCA compliance forms the bedrock of a legally run and professionally managed company.
Frequently Asked Questions
What is the fee for filing SPICe+ (INC-32)?
The SPICe+ filing fee is nil for authorised capital up to ₹15 lakh. Above that, the fee follows the MCA Table of Fees. Name reservation through Part A costs ₹1,000, and stamp duty on the MoA and AoA is payable as per the state of registration.
Is AGILE-PRO-S mandatory?
Yes. AGILE-PRO-S (INC-35) is filed with every SPICe+ application. Through it, the company obtains EPFO and ESIC registration and opens its bank account. GSTIN is optional and can be applied for in the same form.
How long is a name approved in SPICe+ Part A valid?
An approved name is reserved for 20 days, and Part B must be filed within that period. You can propose up to two names, and MCA allows one resubmission if they are not approved.
Can I incorporate a company with more than three directors through SPICe+?
Yes. SPICe+ allots DIN to a maximum of three proposed directors. Any other first director must already hold a DIN. Additional directors can also be appointed after incorporation: a person without a DIN applies for one in Form DIR-3, and the company files Form DIR-12 for the appointment.
How long does incorporation through SPICe+ take?
Incorporation usually takes 7–10 working days from receipt of complete documents, subject to name approval and MCA processing time.
