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¹[“38. Simplified Proforma for Incorporating Company ^7,9[Electronically Plus (SPICe+)].-

(1) The Application for incorporation of a company under this rule shall be in ^6,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)] alongwith e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of association (e-AOA) in Form no. INC-34.

Provided that in case of incorporation of a company falling under section 8 of the Act, ^6,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)] shall be filed along with FORM No. INCE-13 (Memorandum of Association) and FORM No. INCE-31 (Articles of Association) as attachments.

³[Provided further that in case of incorporation of a company having more than seven subscribers or where any of the subscriber to the MOA/AOA is signing at a place outside India, MOA/AOA shall be filed with^6,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)] in the respective formats as specified in Table A to J in Schedule I without filing form INC-33 and INC-34]

(2) For the purposes of sub-rule (1), 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 ^6,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)] ,. with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated along with the fee of rupees five hundred in addition to the registration fee as specified in the Companies (Registration of Offices and Fees) Rules. 2014:

Provided that where an applicant has applied for reservation of a name under Rule 9 and which has been approved therein, he may fill the reserved name as proposed name of the company.

³[Provided further that in case of companies incorporated, with effect from the 26th day of January, 2018, with a nominal capital of less than or ⁵[equal to rupees fifteen lakhs] or in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty, fee on ^6,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)] shall not be applicable]

(3) For the purposes of filing SPICe Form, the particulars of maximum of three directors shall be allowed to be filled in FORM No. INC-32 (SPICe), and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in ^6,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)] in case of proposed directors not having approved Director Identification Number.

(4) The promoter or applicant of the proposed company shall propose only one name in ^6,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)] .

(5) The promoter or applicant of the proposed company shall prepare Memorandum of Association (e-MoA) in FORM No. INC-33 and Articles of Association (e-AoA) in FORM No. INC-34, in accordance with rule 13.

Provided that the subscribers and witness or witnesses shall affix their digital signatures to the e-MoA and e-AoA

(6) For incorporation using application as provided in this rule, provisions of the sub-clause (i) of sub-section (5) of section 4 of the Act. rule 9, and clause (a) of sub-rule (1) of rule 16 to the extent of affixing recent photograph shall not apply.

(7) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing ^6,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)] in which case the company shall attach along with such FORM No.lNC-32 (SPICe), any of the documents referred to in sub-rule (2) of rule 25.

(8) FORM No.lNC-22 shall not be required to be filed in case the proposed company maintains its registered office at the given correspondence address.

(9) (a) Where the Registrar. on examining ⁶^,8[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)], finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

(b) After the resubmission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days to remove such defects or deficiencies.

Provided that the total period for re-submission of documents shall not exceed thirty days.

(10) The Certificate of Incorporation of company shall be issued by the Registrar in Form No. INC-11.”.]

Amendment

1. Inserted by Notification Companies (Incorporation) fourth Amendment Rules, 2016 Dated 1st October, 2016

2. Substituted by Companies (Incorporation) 5th Amendment Rules 2016 Dated 29th December 2016. (The Amendment shall come into force from 1st January, 2017)

for Rule 38,

¹[38. Simplified Proforma for incorporating Company Electronically (SPICE)

(1) The simplified integrated process for incorporation of a company in Form No. INC-32 alongwith e-Memorandum of Association in Form No. INC-33 and e-Articles of Association in Form No. INC-34.

(2) The provisions of sub-rule (2) to sub-rule (13) of rule 36 shall apply mutatis mutandis for incorporation under this rule.

Provided that for the purposes of references to form numbers INC-29, INC-30 and MC-31 in rule 36 with Form No. INC-32, Form no, INC-33 and Form No. INC-34 shall be substituted respective]

the following shall be substituted;

[“38. Simplified Proforma for Incorporating Company Electronically (SPICe).-

(1) The Application for incorporation of a company under this rule shall be in FORM No. INC-32 (SPICe) alongwith e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of association (e-AOA) in Form no. INC-34.

Provided.....View Full Content]

3.Inserted by The Companies (Incorporation) Amendment Rules, 2018.

4.Substituted by the Companies (Incorporation) Third Amendment Rules,2018.

in Form No. INC-32, (SPICe),in the List of Attachments, in item number 3,for the words and brackets:

"Affidavit and declaration by first subscriber(s) and director(s)

the following words shall be substituted namely:-

"Declaration by first subscriber(s) and director(s)"

5.Substituted by Companies (Incorportation) 2nd Amendment Rule 2019 Dated 6th March 2019 Amendment Effective from 18.03.2019

In rule (2),second proviso for the words

equal to rupees ten lakhs

the following words shall be substituted namely:-

"equal to rupees fifteen lakhs"

6. Substituted by The Companies (lncorporation) Amendment Rules, 2020 Dated 06th February,2020. Amendment Effective from 15th February, 2020.

in rule 38 sub-rule 1,2,3,4,7 & 9 for the words and figures '4[Form No INC-32(SPlCe)]' the words and figures 'SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)' shall be substituted.

7. Substituted by The Companies (lncorporation) Amendment Rules, 2020 Dated 06th February,2020. Amendment Effective from 15th February, 2020.

in rule 38 in the marginal heading for the words, brackets and letter 'Electronically (SPICe)' the following wprds and figures 'Electronically Plus (SPICe+)' shall be substituted.

8. Substituted by The Companies (Incorporation) Amendment Rules, 2020. Dated 18.02.2020 Amendement Effective From 23.02.2020

9. Substituted by The Companies (Incorporation) Amendment Rules, 2020. Dated 18.02.2020 Amendement Effective From 23.02.2020

in rule 38 in the marginal heading for the words, brackets and letter 'Electronically (SPICe)' the following wprds and figures 'Electronically Plus (SPICe+)' shall be substituted.