Question 1

What is a NIDHI company?

Accepted Answer

A NIDHI Company is notified under section 620-A of the Companies Act and is classified as "Mutual Benefit Financial Company" by the RBI. Essentially, a Nidhi Company differs from a regular finance investment company or a Non-Banking Finance company (NBFC), as it deals only with its shareholders or members, for mutual benefits of its members. A Nidhi Company accept deposits only its members and lends funds only to them on demand. A Nidhi Company is not entitled to carry out business/activities related with hire purchase financing, leasing finance, chit funds, acquisition of securities issued by any corporate body, etc. or issue any debt instruments (such as preference share, debentures, etc.) in any form.

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Question 2

How many resubmissions are permitted for SPICe forms?

Accepted Answer

Two resubmissions are premitted for SPICe forms.

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Question 3

Who is authorized to allot the DIN?

Accepted Answer

Central Government (Office of Regional Director (Northern Region), Ministry of Corporate Affairs) allots the DIN upon processing the form DIR-3 filed by the applicant.
For further details please access following link.

Question 4

Can an existing partnership firm be converted to LLP?

Accepted Answer

Yes, an existing partnership firm can be converted into LLP by complying with the Provisions of the LLP Act. Form 17 (MCA Form) needs to be filed along with Form 2 (MCA Form) for such conversion and incorporation of LLP.

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Question 5

Can an existing company be converted to LLP?

Accepted Answer

Yes, any existing private company or existing unlisted public company can be converted into LLP by complying with the Provisions of the LLP Act. Form 18 (MCA Forms) needs to be filed with the registrar along with Form 2 (MCA Forms) for such conversion.

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Question 6

Can a listed company be converted to LLP?

Accepted Answer

No, only private / unlisted public company or a partnership firm can be converted into LLP.

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Question 7

How many Digital Signature Certificates are valid for Ministry of Corporate Affairs 21 Program?

Accepted Answer

The different types of Digital Signature Certificates valid for MCA21 program as stipulated by ministry of corporate affairs are:
Class 2: Here, the identity of a person is verified against a trusted, pre-verified database.
Class 3: This is the highest level where the person needs to present himself or herself in front of a Registration Authority (RA) and prove his/ her identity.

For more information, click here.

Question 8

Who issues Digital Signature certificates?

Accepted Answer

A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000. 
The list of licensed CAs along with their contact information is available on the MCA portal. Certifying Authorities.
For further details please access following link.

Question 9

Is there any form that is to be filed for conversion of an OPC into private or public company? Is there any other purpose for filing this form?

Accepted Answer

Form INC-6 shall be filed by an OPC for conversion of an OPC into private or public company.
Yes, a private company can also file form INC-6 for converting itself into an OPC. The paid up share capital of private company should not be exceeding fifty lakh rupees and should not have average annual turnover more than two crore rupees at the time of such conversion into OPC. The company shall be having one member and shall appoint one nominee to act as member in case of death or incapacity of the member at the time of conversion into OPC.
For further details please access following link.

Question 10

Can provisional DIN be utilized for registration of DSC at MCA portal?

Accepted Answer

No, director must have an approved DIN to register the DSC on MCA portal.
For further details please access following link.

Question 11

Whether all the directors, manager and secretary of the Company are required to register their DSC on the MCA portal?

Accepted Answer

No, only those persons who will be signing the e-Forms on behalf of the Company are required to register their DSC on the MCA portal.
For further details please access following link.

Question 12

How will foreign directors on Indian companies register their DSC on the MCA portal?

Accepted Answer

Foreign directors are required to obtain Digital Signature Certificate from an Indian Certifying Authority (List of Certifying Authorities is available on the MCA portal). The process of registration of DSC is same as applicable to others.
For further details please access following link.

Question 13

What is the duration within which the Limited Liability Partnership needs to be formed, post getting the name approved?

Accepted Answer

The approved name of LLP shall be valid for a period of 3 months from the date of approval.

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Question 14

Whether the name of a Limited Liability Partnership can end with words like ‘Limited' or ‘Pvt. Limited'?

Accepted Answer

No, the name of an LLP cannot end with words such as ‘Limited’ or ‘Pvt. Limited’. Name of an LLP shall end with either ‘Limited Liability Partnership’ or ‘LLP’. The word ‘limited’ shall be allowed in name only within ‘Limited Liability Partnership’.

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Question 15

If a partner changes his name or address, is it mandatory to inform the LLP?

Accepted Answer

Every partner shall inform the LLP of any change in his name or address within a period of fifteen days of such change. The LLP, in turn, would be under obligation to file such details with the Registrar within thirty days of such change.

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Question 16

Which forms are required to be filed to Registrar in case of appointment of new partners/ resignation of existing partners from the LLP?

Accepted Answer

E-form 3 (for change in LLP agreement and e-form 4 are required to be filed for appointment of new and resignation of existing partners within thirty days of such cessation or appointment without additional fee and with additional fee thereafter.
For further details please access following link.

Question 17

Do partnership agreements have to be registered under LLP?

Accepted Answer

Yes, it is mandatory to execute and file partnership agreement in view of Sections 2(0) & (q), 22 and 23 of the LLP Act.
As per provisions of the Act, in the absence of agreement, the mutual rights and liabilities shall be as provided for under Schedule-I to the Act. Therefore, in case any LLP proposes to exclude provisions or requirements of Schedule-I, it would have to enter into an agreement, specifically excluding applicability of any or all paragraphs of the Schedule.

For more information, click here.

Question 18

How should Registrar of Companies (RoC) be informed regarding conversion of One Person Company (OPC) into public a or private company?

Accepted Answer

The OPC shall inform RoC via Form INC-5 (MCA Form), if the threshold limits  exceeded and is required to be converted into private or public Company.

For more information, click here.

Question 19

How to intimate RoC that the OPC has exceeded the threshold limits and require conversion into private or public company?

Accepted Answer

The OPC shall inform RoC in form INC-5, if the threshold limits is exceeded and is required to be converted into private or public company.
For further details please access following link.

Question 20

What is the time limit for filing form INC-5?

Accepted Answer

Form INC-5 shall be filed within sixty days of the date on which its paid-up share capital is increased beyond INR fifty lakh or the last day of the relevant period during which its average annual turnover exceeds INR two crore.

For more information, click here.

Question 21

What is the time limit for filing form INC-6?

Accepted Answer

Form INC-6 shall be filed within 30 days in case of voluntary conversion (if any One Person Company wants to convert itself into private/public company then also it can voluntarily apply through Form INC-6 after two years of its incorporation) and within six months of mandatory conversion (In case paid up share capital of an One Person Company exceeds fifty lakh rupees or its average annual turnover).
For further details please access following link.

Question 22

How many names can be applied for in SPICe (INC-32)?

Accepted Answer

Only one name can be applied.

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Question 23

Can a Limited Liability Partnership (LLP) be dissolved?

Accepted Answer

Yes, any LLP can close its business in India by adopting either of the following two ways:

1. Declaring the LLP as Defunct

2. Winding up of LLP

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Question 24

What are the documents required to be filed by a LLP annually?

Accepted Answer

LLP is required to file LLP Form 8 (Statement of Account & Solvency) and LLP Form 11 (Annual Return) annually. The ‘Annual Return’ is required to be filed within 60 days of close of the financial year and ‘Statement of Accounts & Solvency’ shall be filed within 30 days from the end of six months of the financial year to which it relates. Every LLP has to maintain uniform financial year ending on 31st March of a year.
For further details please access following link.

Question 25

How can the name be reserved prior to registration of company ?

Accepted Answer

For reservation of a name prior to filing SPICe (INC-32),you can use RUN facility provided by MCA for reservation of name.
For further details please access following link.

Question 26

Is INC-22 still required to be filed with SPICe?

Accepted Answer

It is not required to be filed with SPICe (INC-32) if a company is registered with the same address as the address for correspondence (in INC-32). In case the registered address is different, INC-22 is required to be filed within 30 days of its incorporation, for intimating the registered office address.
For further details please access following link.

Question 27

What is the process for obtaining approved e-MOA (INC-33) and e- AOA (INC-34)?

Accepted Answer

The users may obtain approved e-MOA (INC-33) and e- AOA (INC-34) through certified copies facility available on MCA.
For further details please access following link.

Question 28

Is it mandatory to use eMoA and eAoA? Can physical copies of MoA/AoA be signed and attached with SPICe forms?

Accepted Answer

Yes. It is mandatory to use eMoA (INC-33) and eAoA (INC-34) . Physical copies of MoA/AoA be signed and attached only in case of foreign subscriber.
For further details please access following link.

Question 29

Whether eMOA (INC-33) and eAOA (INC-34) is to be filed with SPICe (INC-32) in respect of non-individual first subscribers who are based outside India?

Accepted Answer

No. In respect of non-individual first subscribers who are based outside India, pdf attachments of apostillised MOA and AOA shall be attached with SPICe (INC-32).
For further details please access following link.

Question 30

Is a proposed Section 8 company required to file eMOA (INC-33), eAOA (INC-34) along with SPICe (INC-32)?

Accepted Answer

No. Section 8 companies are mandatorily required to file MOA and AOA as pdf attachments to SPICe (INC-32).
For further details please access following link.

Question 31

Is PAN and AADHAAR mandatory?

Accepted Answer

Yes. The companies (incorporation) rules notified has liberalized many requirements in respect of Proof of Identity and Proof of residence in respect of Subscribers and Directors. The Companies (Incorporation) third Amendment Rules dated 27th July 2016 has relaxed the mandatory attachment of proof of identity and residence in respect of a subscriber having a valid DIN.
For further details please access following link.

Question 32

What are the exceptional scenarios in which pdf attachments (MOA, AOA) should be used instead of eMoA, eAoA with SPICe (INC-32)?

Accepted Answer

When the applicant is :
1. Non-Individual first subscriber based outside India
2. Non-Individual first subscriber based in India
3. Indian National being Subscriber other than director
4. Indian National being Subscriber-cum-Director
5. Foreign National being Subscriber other than director having valid DIN
6. Foreign National being Subscriber-cum-Director having valid DIN
7. Foreign National being Subscriber-cum-Director not having valid DIN
For further details please access following link.

Question 33

Can I attach MOA and AOA for few subscribers and form INC-33(eMOA) and INC-34(eAOA) for other subscribers for same company?

Accepted Answer

No. In case the proposed company is required to file MOA and AOA due to any of the above mentioned conditions, then SPICe (INC-32)shall be filed ONLY with MOA and AOA. In such cases, the proposed company is NOT required to file the eMOA and eAOA under any circumstances.
For further details please access following link.

Question 34

If a body corporate is one of the subscribers/promoters, can DSC of an authorized Director be affixed?

Accepted Answer

Yes.
For further details please access following link.

Question 35

In SPICe AoA (INC-34) if additional Article is required, how to enter the same?

Accepted Answer

SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles.
For further details please access following link.

Question 36

Can we enter the conditions of private company as required under Section 5 of the Companies, Act, 2013 in SPICe AoA(INC-34)?

Accepted Answer

Yes, SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles.
For further details please access following link.

Question 37

Can we enter the names of first directors as required under Companies Act, 2013, in SPICe AoA (INC-34)?

Accepted Answer

Yes, SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles.
For further details please access following link.

Question 38

What if there are more than seven subscribers to MoA and AoA?

Accepted Answer

Incase of more than 7 subscribers INC 32 to be filled with MoA, AoA as attachment 
For further details please access following link.

Question 39

In case of subscriber to the memorandum is a foreign national residing outside India, his signatures and address etc. shall be witnessed by a Notary Public/Embassy/Consulate offices of Embassies as per the Rule 13 of the Companies (Incorporation) Rules, 2014. In such cases, how the DSC of such a witness be affixed?

Accepted Answer

In such cases, SPICe (INC-32) shall be filed with manually signed and duly attested MoA and AoA.
For further details please access following link.

Question 40

Is DSC mandatory for Subscribers?

Accepted Answer

Yes, DSC is mandatory for all subscribers and witnesses in eMoA(INC-33) and eAoA(INC-34). eMoA and eAoA shall be used only where the maximum number of subscribers do not exceed 7. In case the number of subscribers are more than 7, INC-7 shall be used and DSC is not mandatory in such cases..
For further details please access following link.

Question 41

Whether subscribers' photo is required in SPICe forms?

Accepted Answer

No. ID and address proof required . Required in case of physical MoA/ AoA subscriber sheet.
For further details please access following link.

Question 42

Can OPCs be incorporated using SPICe forms?

Accepted Answer

Yes. Form INC-2 is no longer be available for filing.
For further details please access following link.

Question 43

Is it mandatory for the name of the company to be indicative of the nature of its business?

Accepted Answer

No, it is not mandatory for the name to be indicative of the nature of its business.

Question 44

Is it allowed to use words “India” “Global” “International” in the name of an Indian entity?

Accepted Answer

“India” can be used by foreign company which is incorporating its subsidiary company in India. The original name of the holding company as it is may be allowed with the addition of word “India” or name of any Indian state or city, if otherwise available.
The words “Global” “International” can be used in the name of an Indian company.

Question 45

In case of an overseas Subscriber and Director, are the documents required to be Notarised and Apostilled for incorporation of a company?

Accepted Answer

As per Rule, 13 of the Companies (Incorporation) Rules, 2014, where the subscriber to the Memorandum of Association (“MOA”) or a Director to be appointed is a foreign national residing outside India, the MOA, Articles of Association (“AOA”), proof of identity as well as address proof shall be attested in the following manner which is based on the country where the Subscriber/Director reside or the registered office is situated in case of a body corporate being the subscriber:


	Residing in a country which is part of the Commonwealth – by a Notary (Public) in that part of the Commonwealth;
	Residing in a country which is party to the Hague Apostille Convention, 1961 – by a Notary (Public) and duly apostilled in accordance with the said Hague Convention; and
	Residing in a country which is not party to the Hague Apostille Convention, 1961 – the documents shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) e. attested by Public Notary and authenticated by Indian Embassy in the country of residence. Some of the counties which falls under the list of Hague Convention are: United Kingdom of Great Britain and Northern Ireland United States of America, Singapore, Switzerland, Malaysia, Australia, China, People's Republic of, Japan, Germany.

Question 46

Is it mandatory to appoint a Resident Director in a Company?

Accepted Answer

Yes, there is a mandatory requirement to appoint at least One (01) Resident Director in a Company. Section 149(3) of the Companies Act. 2013 (“The Act”) states that every Company should have at least one Director who has stayed in India for a total period of not less than 182 days in the Financial Year.

Question 47

Is it mandatory to appoint a Resident Designated Partner in an LLP?

Accepted Answer

Yes, pursuant to the provisions of the Limited Liability Partnership Act, 2008, it is required to have one Resident Designated Partner in an LLP.

Question 48

What are the most common structures employed to constitute a Joint Venture (JV)?

Accepted Answer

The most common structures employed to constitute a Joint Venture (JV) are:

a) Unincorporated Joint Venture (UIJV) which include Cooperation Agreement/Strategic Alliances/Consortium. UIJV is preferable as no separate entity is required to be formed in case of UIJV. Merely, an Unincorporated Joint Venture Agreement is required to be entered among the parties.

b) Incorporated Joint Venture which include either Company or Limited Liability Partnership (LLP)

Question 49

What are the Important clauses included in a Joint venture Agreement?

Accepted Answer

Some of the important clauses in a Joint Venture Agreement are as below:
a) Object and scope;
b) Equity Participation by local and foreign investors;
c) Lock in Clause;
d) Financial Arrangements;
e) Composition of Board and Management arrangements;
f) Remedying a deadlock;
g) Roles & Responsibilities of the Parties;
h) Exit Clause;
i) Representations, Warranties & Covenants of the Parties;
j) Confidentiality;
k) Dispute Resolution;

Question 50

What are the documents involved in formation of wholly owned subsidiary in India?

Accepted Answer

a) Proof of Registered office address;
b) Copy of utility Bills not older than 2 months;
c) NOC from owner of the premises;
d) PAN Undertaking by the proposed Directors;
e) Interest of first director(s) in other entities;
f) Consent Letter from the Directors in Form DIR-2;
g) Declaration from the First Directors and Subscribers in Form INC-9;
h) Board Resolution and Certificate of Incorporation from the foreign company;

If company’s name is applied with the incorporation application: 
a) Copy of approval, in case the proposed name contains any word(s) or expression(s) which requires approval from central government; 
b) Approval of the owner of the trademark or the applicant of such trademark for registration of Trademark, if the proposed name is based on a registered trademark, or is subject matter of an application pending for registration under the Trade Marks Act;

Note: All the documents to be signed by the Foreign Directors and Foreign subscribers requires notarization and apostillation from the foreign country.

Question 51

What are the documents involved in formation of Limited Liability Partnership in India?

Accepted Answer

a) Proof of identity and residential address of the Designated partners;
b) Proof of Registered office address and Copy of utility Bills not older than 2 months; 
c) NOC from owner of the premises;
d) Details of Partners and Designated Partners;
e) Details LLP(s) and Company(s) in which Partners are interested; 
f) Subscribers' sheet including consent of Partners;
g) Copy of certificate of incorporation of the foreign LLP;
h) Copy of Authority under which Foreign Limited Liability Partnership is establishing the place of business in India;
i) Power of Attorney in favour of Authorised Representative;

If LLP’s name is applied with the incorporation application:
a) Approval of the owner of the trademark or the applicant of such trademark for registration of Trademark if the proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act.
b) Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government;

Note: All the documents to be signed by the Foreign Directors and Foreign subscribers requires notarization and apostillation from the foreign country.

Question 52

What is the valid period of existence of a Liaison Office? Can the period of existence of a Liaison Office be extended?

Accepted Answer

Permission to set up a Liaison Office is initially granted for a period of 3 years and this may be extended from time to time by the Authorized Dealer Category – I Bank in whose jurisdiction the Liaison Office is set up.

Question 53

Can more than one Liaison Office be set up?

Accepted Answer

Yes. Requests for establishing additional Liaison Offices may be submitted through fresh FNC form duly signed by the authorized signatory of the foreign entity in the home country to the Reserve Bank of India.

Question 54

Is Unique Identification Number (UIN) obtained by Project office (PO)?

Accepted Answer

No, Authorised Dealer Bank (AD Bank) need not obtain UIN from Reserve Bank of India (RBI) for PO.

Question 55

How can I apply for a Company Name?

Accepted Answer

A proposed name can be reserved for the purpose of incorporation of a company or change of name of an existing company through the RUN service by logging into the MCA portal along with a fee of Rs. 1000/-.
Further, you may use the SPICe form for the integrated process of name reservation and incorporation of a company.

Question 56

Can I apply for a company name online?

Accepted Answer

Yes, you can avail the RUN service at MCA portal for reserving a name online.

Question 57

Which act governs Company formation and operations?

Accepted Answer

Ministry of Corporate Affairs via Companies Act 2013 regulates incorporation of the company, responsibilities of a company, directors, dissolution of a company.

For more information, click here.

Question 58

How would I enlist another organization in India?

Accepted Answer

Incorporating a company through Simplified Proforma for Incorporating Company electronically (SPICe -INC-32), with eMoA (INC-33), eAOA (INC-34), is the default option and most companies are required to be incorporated through SPICe only.

For more information, click here.

Question 59

Would a One Person Company (OPC) be qualified to profit benefits under the Start-up India activity?

Accepted Answer

Yes. One Person Companies are eligible to avail benefits under the Start-up India initiative.

For more information, click here.

Question 60

Is there any endorsed fee(s) that can be charged from the Start-ups for furnishing them with a suggestion/bolster/underwriting letter?

Accepted Answer

Yes. A maximum fee of INR 5,000 can be charged by the incubators for issuing a letter of recommendation to Start-ups. In cases where an incubator is required to form a panel of external experts to assess the innovativeness of the product/service/process, a maximum fee of Rs. 10,000 can be charged by the incubators.

For more information, click here.

Question 61

To which authority the application for establishing Branch office/ Liaison Office/ Project office is required to be submitted?

Accepted Answer

Generally, the application for establishing BO / LO/ PO in India may be submitted by the non-resident entity in the prescribed form to Authorised Dealer Bank (AD Bank) identified by the applicant along with the prescribed documents.

Question 62

Under which scenarios, the applicant is required to approach the RBI for approval?

Accepted Answer

Under the following scenarios, prior approval of RBI shall be required:


	The principal business of the applicant falls in the four sectors namely defence, telecom, private security and information and broadcasting. However, no prior approval of the RBI shall be required, if government approval or license/permission by the concerned ministry/ regulator has already been granted
	The applicant is a Non-Government Organization (NGO), Non-Profit Organization, body/ agency/ Department of a foreign government

Question 63

What financial criteria are required to be fulfilled for setting-up a BO/LO (Branch Office or Liaison Office) in India?

Accepted Answer

The non-resident entity applying for a BO/LO in India should have a financially sound track record as below:


	For BO: A profit making track record during the immediately preceding five financial years in the home country and net worth of not less than US$100,000 or its equivalent
	For LO: A profit making track record during the immediately preceding three financial years in the home country and net worth of not less than US$50,000 or its equivalent

Question 64

Whether a  LO, BO and PO (Liaison, Branch or Project) can acquire property for its operations?

Accepted Answer

The BO / PO of a foreign entity, excluding an LO, shall be permitted to acquire property for their own use and to carry out permitted/incidental activities except for leasing or renting out the property. Please note that entities from China, Hong Kong and Macau shall require prior approval of the RBI to acquire immovable property in India for a BO/PO
	BOs/LOs/POs shall have general permission to carry out permitted/ incidental activities from leased property subject to lease period not exceeding five years

Questions?

What is the difference between SPICe and SPICe+?