Process and Provisions for Incorporation of a Subsidiary Company in India

Dated: April 25, 2024
Editorial No.: 915

Incorporating a subsidiary company in India is one of the most practical routes for foreign companies, Non-Resident Indians (NRIs), and foreign nationals to establish a business presence in the country. The process is governed by the Companies Act, 2013 and regulations under the Foreign Exchange Management Act (FEMA).

As per FEMA guidelines, Foreign Direct Investment (FDI) is generally not permitted in Proprietorship Firms, Partnership Firms, and One Person Companies (OPCs). Although investment in Limited Liability Partnerships (LLPs) is allowed, it often requires prior approval from the Reserve Bank of India (RBI) in certain sectors.

Therefore, the most convenient and widely accepted method for foreign entities to start business operations in India is by incorporating a Private Limited Company, either as a subsidiary or a wholly owned subsidiary of the foreign parent company.

Meaning of Subsidiary Company and Wholly Owned Subsidiary

An Indian or foreign business entity typically establishes a subsidiary company or a wholly owned subsidiary company in India to expand its commercial operations and enter the Indian market.

The key difference between the two structures is based on ownership and control:

• Subsidiary Company: The parent company holds more than 50% of the voting power and exercises significant control over the company.
• Wholly Owned Subsidiary Company: The parent company owns 100% of the shares, giving it complete ownership and control over the subsidiary.

In both cases, the subsidiary company is treated as a separate legal entity under Indian law, with its own rights, responsibilities, and liabilities.

Common Questions Regarding Incorporation of a Subsidiary of a Foreign Company

When an Indian company is formed as a subsidiary of a foreign company, several practical and regulatory questions commonly arise. Some of the most frequently asked questions include:

• What information and documents are required from the foreign company?
• Is the presence of an authorized representative of the foreign company required in India to sign incorporation documents?
• What are the requirements for notarization, apostille, or legalization of foreign documents?
• Which identity proofs are required from foreign subscribers and directors?
• Can all directors be foreign nationals, or is it mandatory to appoint an Indian director?
• Can all shareholders be foreign entities, or must there be at least one Indian shareholder?
• Is it mandatory for foreign individuals to obtain a Permanent Account Number (PAN) in India?

These questions are critical when planning to establish a subsidiary company in India, especially for foreign investors unfamiliar with Indian corporate regulations.

 

 

Applicable Legal Provisions for Incorporation of a Subsidiary Company

The incorporation of a subsidiary company in India is governed by the following legal provisions:

Applicable Sections under the Companies Act, 2013

• Section 7 – Incorporation of Company
• Section 12 – Registered Office of Company

These sections outline the legal requirements for registering a company and maintaining a registered office in India.

Applicable Rules under the Companies (Incorporation) Rules, 2014

The following rules are relevant to the incorporation process:

• Rule 8 to Rule 18 – Name reservation and incorporation procedures
• Rule 24 and Rule 25 – Filing requirements and documentation
• Rule 38 – Simplified incorporation through integrated forms

Additionally, compliance with FEMA regulations is required when subscription money is received from a foreign company or foreign shareholders.

Definition of a Subsidiary Company

A subsidiary company is a company that is controlled by another company, known as the parent company or holding company. The parent company exercises control over the subsidiary by holding a majority shareholding or voting power.

Control may be exercised in the following ways:

• Holding more than 50% of shares or voting rights
• Controlling the composition of the Board of Directors
• Exercising decision-making authority over the company’s operations

The subsidiary operates as an independent legal entity, even though it is controlled by the parent company.

Advantages of Incorporating an Indian Subsidiary Company

Establishing a subsidiary company in India offers several strategic and legal advantages for foreign businesses and investors.

1. Entry into the Indian Market

An Indian subsidiary allows foreign companies to directly access the Indian market, establish operations, and expand their customer base in one of the world’s fastest-growing economies.

2. Foreign Direct Investment (FDI) Opportunities

India permits Foreign Direct Investment (FDI) in many sectors under the automatic route, enabling foreign investors to establish and operate businesses with minimal regulatory barriers.

3. Limited Liability Protection

Shareholders of a subsidiary company enjoy limited liability protection. Their financial liability is restricted to the amount invested in the company, safeguarding personal or parent company assets.

4. Separate Legal Entity Status

A subsidiary company is recognized as a separate legal entity from its parent company. This ensures independent legal standing, ownership of assets, and contractual capacity.

Important Notes for Incorporation of a Subsidiary Company in India

The following key points should be considered while incorporating a subsidiary company of a foreign entity or foreign nationals in India. These provisions are based on the Companies Act, 2013, FEMA regulations, and incorporation rules issued by the Ministry of Corporate Affairs (MCA).

Key Regulatory and Procedural Points

1. Minimum Directors Requirement
A minimum of two directors is mandatory for incorporating a Private Limited Company in India, and at least one director must be an Indian resident.

2. Shareholding by Foreign Nationals or Entities
The parent company can hold 100% of the shares in the Indian subsidiary. Alternatively, any combination of two foreign nationals or entities can act as shareholders. It is not mandatory to have an Indian resident as a shareholder.

3. PAN Requirement for Foreign Directors/Shareholders
Foreign directors or shareholders are not required to obtain a Permanent Account Number (PAN) at the time of incorporation. However, PAN may be required later for taxation and financial transactions.

4. Notarization and Apostille of Documents Signed Outside India
If incorporation documents are signed outside India, they must be:

• Notarized by a Public Notary in the country of residence
• Apostilled or consularized by the competent authority, as applicable

This ensures the authenticity and legal validity of foreign documents in India.

5. Documents Signed Within India
If documents are signed in India by a foreign national, the following documents are required:

• Copy of valid Business Visa
• Stamped passport showing entry into India
• Proof of presence in India at the time of signing documents

6. Authorization for Foreign Entity Subscribers
If the subscriber is a foreign company or entity, incorporation documents must be signed by an authorized representative of that entity.

An Authorization Letter specifying:

• Name of the authorized person
• Number of shares subscribed

must be notarized and apostilled or consularized in the home country of the subscriber company.

7. Compliance with FEMA and RBI Regulations
Foreign investment in Indian companies is regulated by the Foreign Exchange Management Act (FEMA) and the Reserve Bank of India (RBI). When a foreign holding company invests in the share capital of an Indian subsidiary, it must comply with:

• FEMA regulations
• RBI guidelines
• Companies Act, 2013 provisions

8. No Minimum Capital Requirement
India does not impose a minimum capital requirement for company registration. A company can be incorporated with a nominal capital amount.

9. Mandatory Registered Office Address
Every company incorporated in India must have a registered office address recorded with the government. This address is used for official communication and legal notices.

10. Declaration Instead of Affidavit
Under the Companies (Amendment) Act, 2017, the requirement for an affidavit during company incorporation has been replaced with a declaration. Therefore, no affidavit is required for incorporation.

11. No Minimum Authorized Share Capital Limit
There is no restriction on the minimum authorized share capital for incorporating a company. A company can be incorporated even if each subscriber holds shares of a nominal value, such as ₹1 per share.

12. Director Identification Number (DIN) During Incorporation
Obtaining a DIN is not mandatory before starting the incorporation process. DIN can be applied for during incorporation.

13. Maximum DIN Applications Through Incorporation Form
A maximum of three DINs can be applied for through the incorporation form (SPICe+).

14. MOA and AOA for Foreign Shareholders
In cases involving foreign shareholders:

• E-MOA (Electronic Memorandum of Association) and
• E-AOA (Electronic Articles of Association)

may not be generated automatically. Instead, physically signed MOA and AOA must be attached to the SPICe+ Part B form.

15. Professional Declaration Requirement (INC-8)
There is no requirement to submit a professional declaration in Form INC-8 during incorporation.

16. Digital Signature Certificate (DSC) Requirement
All Indian directors and subscribers must possess a valid Digital Signature Certificate (DSC) to complete the incorporation process.

17. Name Reservation Through SPICe+
Promoters can apply for company incorporation and reserve the company name simultaneously using the SPICe+ Part B form.

18. Integrated Registration Through AGILE-PRO-S Form
The following registrations can be completed simultaneously during company incorporation through the AGILE-PRO-S form:

• GST Registration
• EPFO Registration
• ESIC Registration
• Professional Tax Registration (in applicable states)
• Opening of Bank Account

This integrated process simplifies post-incorporation compliance.

19. INC-9 Declaration Requirements

• For foreign directors or subscribers without a DIN, Form INC-9 must be prepared on plain paper and notarized or apostilled.
• For Indian subscribers and directors, Form INC-9 is automatically generated after submission of SPICe+ Part B.

20. Minimum and Maximum Members Requirement

• Private Company:
  • Minimum members: 2
  • Maximum members: 200
  • Minimum directors: 2
• Public Company:
  • Minimum members: 7
  • Minimum directors: 3

21. Nominee Requirement in Wholly Owned Subsidiary

If a foreign company holds 100% shareholding, the company must:

• Authorize one individual to sign documents on its behalf
• Appoint another individual as a nominee to act as the second shareholder

This requirement ensures compliance with the minimum member requirement for company incorporation.

22. SPICe+ Incorporation Fee Exemption

For companies incorporated on or after 26 January 2018, the government does not charge SPICe+ filing fees if:

• Nominal share capital is ₹15 lakh or less, or
• The company does not have share capital and the number of members does not exceed 20

This provision reduces the cost of company incorporation for small businesses and startups.

Information and Documents Required from a Foreign Company

For incorporating a subsidiary or wholly owned subsidiary (WOS) of a foreign company in India, certain documents and information must be submitted to comply with the Companies Act, 2013 and regulatory requirements. Most documents originating outside India must be apostilled or notarized in the country of origin.

Mandatory Documents from the Foreign Company

1. Board Resolution of Foreign Company
An apostilled copy of the Board Resolution of the foreign company is required. The resolution should clearly mention:

• Name of the authorized representative
• Number of shares to be subscribed
• Approval for incorporation of the subsidiary in India

2. Charter Documents of Foreign Company
An apostilled copy of the company’s constitutional documents must be provided, including:

• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Certificate of Incorporation
• Any equivalent document as per the laws of the country of incorporation

If these documents are not in English, a certified English translation must be submitted.

3. Identity Proof of Authorized Representative
If the authorized representative is a non-resident of India, an apostilled copy of the following is required:

• Passport (mandatory)
• Proof of address

4. Details of Resident Director
The name and details of at least one resident director in India must be provided, as required under the Companies Act, 2013.

5. Nominee Details (Applicable for Wholly Owned Subsidiary)
In the case of incorporation of a Wholly Owned Subsidiary (WOS), the foreign parent company must nominate an individual to act as the second shareholder to meet the minimum member requirement.

6. Proof of Identity and Address of Directors/Subscribers
If any director does not have a Director Identification Number (DIN), the following documents must be attached:

• Proof of identity
• Proof of residential address
• Documents must be duly notarized or apostilled in the country of origin

7. Declaration Regarding PAN
Foreign subscribers must provide a declaration confirming that they do not possess a Permanent Account Number (PAN) in India. This declaration must be notarized or apostilled in the country of origin.

8. No Objection Certificate (NOC) from Property Owner
A No Objection Certificate (NOC) is required from the owner of the premises that will be used as the registered office of the company.

9. Proof of Registered Office Address
Valid proof of the company’s registered office address must be submitted, such as:

• Lease Agreement
• Rent Agreement
• Conveyance Deed
• Recent utility bill or rent receipt

Providing accurate documentation ensures smooth approval of the incorporation application and reduces the risk of delays or rejection.

Process for Incorporation of a Subsidiary of a Foreign Company in India

To incorporate a subsidiary company in India, the prescribed form SPICe+ (Simplified Proforma for Incorporating Company Electronically) must be filed with the Ministry of Corporate Affairs (MCA).

The SPICe+ form consists of two main parts:

• Part A – Name Approval
• Part B – Company Incorporation

Under the Companies Act, 2013, applicants have two options:

• Apply for name approval first, and then proceed with incorporation
• Apply for name approval and company incorporation simultaneously using a single integrated form

Step I – SPICe+ Part A: Name Reservation for New Company

Before submitting an application for name approval, the foreign company must select an appropriate company name in accordance with Rule 8A of the Companies (Incorporation) Rules, 2014.

Guidelines for Selecting the Company Name

1. Use of Parent Company Name (Coined Word)
In the case of a subsidiary company, the foreign company may use a distinctive word (coin word) from its existing name when incorporating a company in India. This helps leverage the brand value and goodwill of the foreign parent company.

2. Using the Same Name with the Word “India”
A foreign company may apply to register the same company name in India by adding the word “India” to the existing name used in its home country.

3. Use of Registered Trademark
If the foreign company owns a registered trademark, it may use that trademark as part of the company name in India, subject to regulatory approval.

4. Selection of Any Other Unique Name
The foreign company may also choose any other name that complies with naming rules under the Companies Act, 2013.

Documents Required for Name Approval by a Foreign Company

If the foreign company intends to use its coin word or registered trademark in the company name, the following documents are required:

• Apostilled copy of No Objection Certificate (NOC) from the foreign company authorizing use of the coin word or trademark
• Apostilled copy of the Charter Documents of the foreign company
• Certified English translation of documents, if originally prepared in another language
• Copy of Trademark Registration Certificate, if a trademark is being used

All resolutions and documents must be properly notarized or apostilled in the foreign country.

Application Process for Name Reservation on the MCA Portal

The application for company name reservation must be submitted through the official Ministry of Corporate Affairs (MCA) portal using the SPICe+ Part A web form.

Steps to Apply for Name Reservation

Step 1: Login to the MCA Portal
Applicants must log in to their account on the MCA website as either:

• A registered user, or
• A business user

Existing users can use their current login credentials, while new users must create a new account before submitting the application.

Step 2: Submit SPICe+ Part A Form
The applicant must complete and submit the SPICe+ Part A form online to reserve the company name.

Step 3: Wait for Name Approval
The Registrar of Companies (ROC) will review the application and either approve or reject the proposed company name based on compliance with naming rules.

Information Required at the Time of Filing a Name Application

At the time of submitting a company name application through SPICe+ Part A, the applicant must provide specific information to ensure compliance with the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014.

Applicants are allowed to submit two proposed company names in a single application. Each name should be unique, compliant with naming guidelines, and aligned with the proposed business activities.

Basic Information Required for Name Application

The following details must be provided in the name reservation form:

1. Class of Company
Specify the type of company being incorporated, such as:

• Private Limited Company
• Public Limited Company
• One Person Company (OPC)

2. Category of Company
Indicate the category based on liability structure:

• Company limited by shares
• Company limited by guarantee
• Unlimited company

3. Sub-Category of Company
Mention the applicable sub-category, such as:

• Union Government Company
• State Government Company
• Non-Government Company
• Subsidiary of a company incorporated outside India

4. Main Division of Industrial Activity
Enter the appropriate industrial activity code corresponding to the primary business operations.

5. Description of Main Division
Provide a brief description of the proposed business activity or industry sector.

6. Particulars of Proposed or Approved Name
Applicants must enter the desired company name they wish to reserve for incorporation. The proposed name must comply with the provisions of:

• Section 4(2) and Section 4(3) of the Companies Act, 2013
• Rule 8 of the Companies (Incorporation) Rules, 2014

Applicants should ensure that the proposed name:

• Is unique and not identical or similar to an existing company name
• Does not contain prohibited or restricted words
• Does not infringe any registered trademark

It is strongly recommended to conduct a trademark search before submitting the application to avoid rejection.

Document Upload Option in Name Application

The SPICe+ Part A form allows applicants to upload supporting documents in PDF format, if required.

Important Points for Document Upload

• Only one file can be uploaded in the form
• If multiple documents are required, they should be combined into a single PDF file
• Attachments are generally required only when approval from a regulator or a No Objection Certificate (NOC) is necessary

Examples of Supporting Documents

• Apostilled copy of Board Resolution of the foreign company
• Trademark authorization letter
• Regulatory approval, if applicable

Important Points for Company Name Application

1. Application Fee
The government fee for submitting a name application is:

₹1,000

2. Resubmission of Application
If the Registrar of Companies (ROC) requests corrections or additional information, the applicant must resubmit the application within:

15 days

3. Validity of Approved Name
Once approved, the company name will be reserved for:

20 days from the date of approval.

4. Extension of Name Reservation Period
Applicants may extend the name reservation period by paying additional fees:

• ₹1,000 – Extension from 20 days to 40 days
• ₹2,000 – Extension from 40 days to 60 days

5. Filing Incorporation After Name Approval
After the name is approved, the applicant must proceed with the company incorporation process by filing SPICe+ Part B using the same MCA login ID.

6. DIN and DSC Requirement for Name Application
There is no requirement to have a Director Identification Number (DIN) or Digital Signature Certificate (DSC) at the time of submitting the name application.

7. Mandatory Attachment for Subsidiary or Wholly Owned Subsidiary (WOS)
In the case of a subsidiary or wholly owned subsidiary of a foreign company, it is mandatory to attach:

An apostilled copy of the Board Resolution of the foreign company

Step II – SPICe+ Part B: Company Incorporation Process

Once the company name is approved, the applicant must proceed with the incorporation process within 20 days, unless the name reservation period has been extended by paying additional fees.

To incorporate the company, the applicant must file SPICe+ Part B on the Ministry of Corporate Affairs (MCA) portal.

Before filling out the SPICe+ Part B form, the applicant should collect and prepare the required documents to ensure smooth processing of the incorporation application.

Documents Required Before Filing SPICe+ Part B

1. Digital Signature Certificate (DSC)

All Indian subscribers and directors must obtain a valid Digital Signature Certificate (DSC) before submitting the incorporation application.

If they do not already have a DSC, they should apply for one immediately.

2. Proof of Registered Office Address

The following documents are required as proof of the registered office address:

• Conveyance deed
• Lease agreement
• Rent agreement
• Rent receipt, if applicable

3. Utility Bill of Registered Office

A recent utility bill must be submitted as proof of address.

The bill must:

• Not be older than two months
• Clearly display the address of the premises

Examples include:

• Electricity bill
• Water bill
• Gas bill
• Telephone bill

4. No Objection Certificate (NOC) from Property Owner

A No Objection Certificate (NOC) must be obtained from the owner of the premises where the registered office will be located.

Important requirements:

• Must be provided on plain paper
• Must be signed by the property owner
• The name on the NOC should match the name on the utility bill

5. Identity and Address Proof of Directors and Subscribers

If a director or subscriber does not have a Director Identification Number (DIN), identity and address proof must be submitted.

In Case of Foreign Individual

The following documents must be apostilled and notarized:

• Self-attested copy of passport
• Self-attested copy of driving license
• Bank statement or utility bill (not older than two months)

In Case of Indian Individual

The following documents must be self-attested:

• PAN card
• Driving license, voter ID, or passport
• Bank statement or utility bill (not older than two months)

6. Photographs for ESIC, EPFO, and Bank Account Registration

A copy of photographs of two authorized persons must be provided for:

• ESIC registration
• EPFO registration
• Bank account documentation

These persons may be proposed directors or authorized representatives.

7. Board Resolution of Foreign Company

An apostilled and notarized copy of the Board Resolution of the foreign company authorizing a representative to act on its behalf must be submitted.

8. Drafting of Memorandum and Articles of Association (MOA and AOA)

The Memorandum of Association (MOA) and Articles of Association (AOA) must be prepared and finalized before filing the incorporation application.

These documents define:

• Company objectives
• Governance structure
• Operational rules

9. PAN Declaration from Foreign Director or Subscriber

A declaration must be prepared confirming whether the foreign director or subscriber holds a Permanent Account Number (PAN) in India.

10. Preparation of Form INC-9

Form INC-9 must be prepared for foreign directors or subscribers who do not have a Director Identification Number (DIN).

This declaration confirms compliance with legal requirements under the Companies Act, 2013.

b) Filling Information in SPICe+ Part B

After collecting all the required documents, the applicant must enter the necessary details in the e-form SPICe+ Part B. The list of information required from subscribers and directors is provided at the end of the article.

Key Features of SPICe+ Part B Form:

i. Web-Based Form:
This is an online form where all required information can be entered directly. After completing the form, it can be downloaded for attaching the Digital Signature Certificate (DSC).

ii. Online Data Storage:
Once the information is submitted online, it is saved in the system and can be accessed anytime through the user’s login dashboard.

iii. PAN & TAN Details:
Providing PAN and TAN details in the SPICe+ Part B incorporation form is mandatory. The link to identify the correct Area Code for PAN and TAN is available in the SPICe+ Help Kit.

iv. Registered Office Details:
The applicant must provide the registered office address in the form, including the latitude and longitude of the location.

Note:
If the registered office address has not been finalized at the time of incorporation, this is permitted under the Act. In such cases, a correspondence address should be provided in SPICe+ Part B, and Form INC-22 must be filed within 30 days of incorporation to confirm the registered office address.

v. Attachment of MOA & AOA:
The Memorandum of Association (MOA) and Articles of Association (AOA) must be prepared in physical form. If the authorized representative of the foreign company resides outside India, these documents must be notarized and apostilled in their respective country.

vi. Generation of Linked Forms:
After completing the web-based form, the applicant must save it and access the mini dashboard in their login account to complete the remaining linked forms.

c) Providing Details of GST, EPFO, ESIC, and Bank Account in AGILE PRO-S

After successfully completing SPICe+ Part B, the applicant must proceed to fill in the AGILE PRO-S form through the dashboard link. Information common to both SPICe+ Part B and AGILE PRO-S will automatically populate in the AGILE PRO-S form. This is also a web-based form.

GST:
If the company intends to obtain GST registration, it must select “Yes” in the form and provide the required details.

EPFO / ESIC:
Applying for EPFO and ESIC registration is mandatory.
As per the respective departments, companies are not required to file returns until the provisions become applicable, especially if the company has applied for dormant status on the relevant department’s website.

Bank Account:
Opening a bank account through this form is compulsory. The bank branch will generally be assigned based on the branch nearest to the company’s registered office.

Important Points to Remember:

i. The company must specify its primary business activity in this form.
ii. Details of two authorized persons must be provided for handling ESIC, EPFO, and bank account formalities. These individuals may be directors or external representatives.
iii. Photographs of both authorized persons must be attached.
iv. The mobile number and email ID of the authorized person must be provided.
v. A One-Time Password (OTP) will be sent to the registered mobile number and email ID of the authorized person.
vi. The jurisdiction of the police station must be mentioned.
vii. Details of the ESIC and EPFO offices should be provided according to the jurisdiction of the registered office.
viii. The person digitally signing SPICe+ Part B must also use the same digital signature for the AGILE PRO-S form.

d) Providing Details in INC-9

Form INC-9 is generated online for Indian directors or subscribers. It is also generated in cases where a foreign director or subscriber already holds a Director Identification Number (DIN).

e) Downloading PDF Copies of Web-Based Forms

After saving all web-based forms, including SPICe+ Part B, AGILE PRO-S, and INC-9, the user must download the PDF versions to obtain digital signatures from the directors and the professional involved.

f) Filing Forms with the MCA

Once all forms have been completed and digitally signed, they can be uploaded as linked forms on the Ministry of Corporate Affairs (MCA) portal. The required government fees must then be paid to complete the filing process.

g) Issuance of Certificate of Incorporation

After successful verification, the Registrar will issue the Certificate of Incorporation in Form INC-11. The certificate will also include the company’s Permanent Account Number (PAN), which is issued by the Income Tax Department in accordance with Rule 18.

Points to Remember While Filling Information in the Form

i. A maximum of twenty (20) directors can be included in the incorporation form.

ii. Only three (3) directors can apply for the allotment of a Director Identification Number (DIN) at the time of company incorporation.

iii. The applicant also has the option to apply for the company name through this form.

iv. Applying for PAN, TAN, EPFO, ESIC, and a Bank Account is mandatory for all new incorporation applications submitted using the updated version of the SPICe+ Part B form.

v. Companies may also apply for GST registration through the AGILE PRO form.

Features of the Single Window Form

Previously, incorporating a company required multiple separate steps, such as applying for a DIN, obtaining name approval, filing a form for the first director, submitting the registered office address, and applying separately for PAN and TAN. The current form simplifies the process by combining these steps into a single, streamlined system.

This single form can be used for the following purposes:

• Application for DIN (up to 3 directors)
• Application for name availability
• No requirement to file a separate form for the first director (DIR-12)
• No requirement to file a separate form for the registered office address (INC-22)
• No need to submit a separate application for PAN and TAN
• No separate application required for GST registration
• No separate filing required for EPFO, ESIC, or Professional Tax
• No separate application needed with the bank to open a bank account

 

Precautions to Be Taken by Professionals

1. Obtain an Engagement Letter from the Subscriber:
As part of the certification in SPICe+ Part B, the professional confirms that they have been formally engaged to provide certification services. Therefore, it is recommended to secure a written engagement letter from the subscriber before proceeding.

2. Verify Original Records of the Registered Office:
Under the certification requirements of SPICe+ Part B, the professional declares that all details and supporting documents have been verified against the original records. Proper verification of the registered office documents is therefore essential.

3. Ensure All Attachments Are Clear and Readable:
The professional certifies that all attachments submitted with the form are complete and legible. Accordingly, it is important to confirm that every document uploaded is clear and easy to read.

4. Confirm That the Registered Office Is Operational for Business Activities:
As per the declaration in SPICe+ Part B, the professional confirms that they have personally visited the registered office. It is necessary to ensure that the office is functional and being used for the company’s business operations.

5. Obtain a Declaration Regarding Handover of Original Documents After Incorporation:
Section 7(4) requires that copies of all documents and information originally filed must be maintained at the company’s registered office. Therefore, professionals should obtain a written declaration confirming that all original incorporation documents have been handed over to the company after incorporation.

6. Reference to MCA Circular 10/2014:
According to this circular, if any material fact is omitted or false, incomplete, or misleading information is submitted, the Registrar of Companies (ROC) or Regional Director (RD) may, after providing an opportunity for explanation, refer the matter to the e-Governance Division of the Ministry of Corporate Affairs (MCA). This may result in proceedings under Section 447 and/or disciplinary action by the relevant professional institute.

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