Rule 38 Simplified Proforma for Incorporating Company Electronically (SPICE)
- Chapter
- III · Incorporation of a Company
- Text as on
- 14 August 2026
38. Simplified Proforma for Incorporating Company for Electronically Plus (SPICE+)
(1) The application for incorporation of a company under this rule shall be in SPICE+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32
along with e- Memorandum of Association (e-MOA) in FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No.INC-33 and e-Articles of Association (e-AOA) in FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act no INC-34
Provided that in case of incorporation of a company falling under section 8 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 shall be filed along with FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No.INC-13 (Memorandum of Association) and FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No. INC-31 (Articles of Association) as attachments.
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 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 formDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act INC-33 and INC-34.
(2) For the purpose 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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), shall be filed in 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 FeesDefined in rule 2(d): Fees means fees as specified in the Companies (Registration offices and fees) Rules, 2014) Rules,2014.
Provided that where an application 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.
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 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 SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 shall not be applicable.
(3) For the purpose of filing SPICe FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act, the particulars of maximum of three directors shall be allowed to be filled in SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 , and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in 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 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 FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No.INC-33 and Articles of Association (e-AOA) in
FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act 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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) by filing SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 (SPICe) in which case the company shall attach with such SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32
, any of the documents referred to in sub-rule (2) of rule 25
(8) FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No.INC-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 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-formDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act within fifteen days from the date of such intimation given by the Registrar
(b) After the re-submission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one or more opportunity of fifteen days to remove such defects or deficiencies.
Provided that the total period for re-submission of the documents shall not exceed thirty days.
(10) The Certificate of Incorporation of company shall be issued by the Registrar in FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No. INC-11
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, IN ,
(Effective from 2nd October, 2016)
38A. Application for registration of Goods and Service Tax Identification Number (GSTIN), Employee State Insurance Corporation (ESIC) registration and Employees' Provident Fund Organisation (EPFO) Registration, Employees Provident Fund organisation (EPFO) Registration and Profession Tax Registration, Opening of Bank Account and Shops and Establishment Registration
The application for incorporation of a company under rule 38 shall be accompanied by FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act AGILE-PRO-S containing an application for registration of the following numbers, namely:-
(a) GSTIN with effect from 31st March, 2019
(b) EPFO with effect from 8th April, 2019
(c) ESIC with effect from 15th April, 2019
(d) Profession Tax Registration with effect from the 23rdFebruary, 2020;
(e) Opening Bank Account with effect from the 23rdFebruary, 2020;
(f) Shops and Establishment Registration.