SPICe+ Part B: Complete Guide to Company Incorporation on MCA Portal
SPICe+ Part B (Form INC-32) — Simplified Proforma for Incorporating Company Electronically Plus — is the core incorporation webform filed with the Registrar of Companies (RoC) on the MCA portal. It is governed by Sections 4, 7, 12, 152, and 153 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014.
This form is the heart of India’s company incorporation process and provides a single-window facility to simultaneously apply for all key post-incorporation registrations.
What Services Can Be Availed Through SPICe+ Part B?
| Service | Applicable to |
|---|---|
| CIN — Corporate Identification Number / Registration with RoC | All companies |
| Section 8 Licence | Section 8 companies only |
| DIN — Director Identification Number (for new directors) | All companies |
| PAN and TAN Allocation | All companies |
| GSTIN | Optional (if registered office address is provided) |
| ESIC Number | All companies |
| EPFO Number | All companies |
| PTEC / PTRC | Karnataka, Maharashtra, West Bengal only |
| Shops and Establishment Registration | Delhi / Mumbai only |
| Bank Account Opening | All companies |
Linked Forms Filed Along with SPICe+ Part B
After submitting SPICe+ Part B, access to the following linked forms is enabled:
| Linked Form | Purpose | When Applicable |
|---|---|---|
| INC-33 / INC-13 (e-MOA) | Memorandum of Association | When total subscribers ≤ 7 |
| INC-34 / INC-31 (e-AOA) | Articles of Association | When total subscribers ≤ 7 |
| AGILE PRO S | GST, EPFO, ESIC, bank account, etc. | All companies |
| URC-1 | Registration of existing entity as company | Part I companies only |
| INC-9 | Declaration by subscribers and directors | When total directors + subscribers ≤ 20 and all have DIN/PAN |
Exception for MOA/AOA: If subscribers exceed 7, or any non-individual subscriber is based outside India, or foreign individual subscribers don’t have a valid business visa, the MOA and AOA must be attached as PDFs in SPICe+ Part B instead.
Exception for INC-9: If total directors + subscribers exceed 20, or any person does not have DIN/PAN, INC-9 must be attached as a PDF in SPICe+ Part B.
Important Checkpoints Before Filing
- Register on MCA portal before filing
- If SPICe+ Part A was filed separately, it must be approved and available in the same user’s Application History
- All signatories must have an approved DIN or valid PAN or Membership number
- For OPC: PAN/DIN of the subscriber must not match with PAN/DIN of a subscriber of any active OPC
- For OPC: PAN/DIN of the nominee must not match with PAN/DIN of a nominee of any active OPC
- For LLP-to-Company: total first subscribers (having + not having DIN) must equal total designated partners + partners in the LLP
- PAN of subscribers/directors must not be associated with any existing DIN in MCA database
- No DIN should have been previously allocated based on the same name + father’s name + DOB
- DIN for subscribers/directors must not already be associated with 20 or more companies
- For Public companies: DIN must not be associated with 10 or more public companies
- DIN of the signing director must not be flagged for disqualification
- DSC must be registered on MCA portal and must be valid/non-revoked
- Resubmission must be done within T+15 days of the ‘Resubmission Required’ marking
Step-by-Step Filing Process
Option 1: SPICe+ Part A and Part B Filed Separately
- Login to MCA portal
- Go to Application History → SPICe+ application with status ‘SPICe+ Part A Approved’
- Open Form No. SPICe+ Part B
- Fill up the form
- Optionally save as draft
- Submit
- Access and file linked forms (e-MOA, e-AOA, INC-9, URC-1, AGILE Pro S, as applicable)
- Affix DSC on all generated PDFs
- Upload all DSC-affixed PDFs on MCA portal
- Pay Fees within 7 days of successfully uploading the DSC-affixed PDF (or due date + 2 days, whichever is earlier) — SRN is cancelled if payment is not completed
- Receive acknowledgement email
- Upon processing: Certificate of Incorporation (and Section 8 licence if applicable) / Rejection letter is sent to registered email; PAN, TAN, and CIN are allocated; DIN letters sent to new directors
SRN is cancelled if DSC-affixed PDF is not uploaded within 15 days of SRN generation.
Option 2: SPICe+ Part A and Part B Filed Together
- Login → Application History
- Fill and submit SPICe+ Part A
- Click ‘Proceed for Incorporation’ button
- Access SPICe+ application with status ‘Draft’
- Fill SPICe+ Part B
- Submit, then access and file linked forms
- Affix DSC, upload, and pay fees (same timelines as Option 1)
Resubmission Process
Option 1 (Part A and B filed separately):
- Access SPICe+ application where Part A is ‘Approved’ and Part B is ‘Resubmission Required’
- Update Part B, file linked forms, affix DSC, and upload
Option 2 (Part A and B filed together):
- Access SPICe+ with status ‘Resubmission Required’
- Resubmit Part A, then Part B, then linked forms, affix DSC, and upload
Option 3 (Via notification email link):
- Click the link in the resubmission email
- Login and complete the resubmission
Field-Level Instructions
Section 1: AOA Entrenchment
- If AOA is entrenched (‘Yes’ in Field 1a), enter the number of applicable articles
- Maximum 88 articles for Private OPC; 91 for share capital companies; 30 for companies without share capital
Section 3A: Capital Structure (Companies with Share Capital)
Total Authorised Share Capital:
- Pre-filled as sum of classified and unclassified authorised capital
- For Nidhi Company: minimum ₹5 lakhs
Total Subscribed Share Capital:
- Pre-filled as sum of all subscribed equity and preference shares
- Minimum subscribed equity: ₹1 (OPC), ₹2 (Private), ₹7 (Public)
- For Nidhi Company: minimum ₹5 lakhs
- For LLP-to-Company: must equal total monetary value of LLP contribution in MCA database
Equity Shares:
- For Nidhi companies: nominal value ≥ ₹10 per share
- Nominal amount must be same in both authorised and subscribed capital columns
Preference Shares:
- Not applicable for Producer Companies, Section 8 Companies, or Nidhi Companies
Section 3B: Members (Companies without Share Capital)
- Maximum members must be > 0
- For Private Companies: maximum members (excluding employees) must be ≤ 200
- First subscribers (excluding employees): Private ≥ 2; Public ≥ 7
Section 4B: Registered Office Address
- Longitude and latitude must correspond to the pin code of the registered address
Section 4C: Name of RoC
- Pre-filled based on state and district; mapped to the relevant ROC office
Section 5(a): Number of Subscribers
- OPC: total subscribers = 1
- Private: total subscribers ≥ 2
- Public: total subscribers ≥ 7
- Producer Company: total subscribers ≥ 10 (if no non-individual subscribers without DIN)
- Maximum for Private Company: 200
Section 6A: Non-Individual Subscriber Details
- Enter CIN (for Indian companies), FCRN (for foreign companies), or other registration number
- Option to fetch details from DigiLocker
- PAN: mandatory if DIN is not provided and nationality is Indian; must be unique and not linked to an existing DIN
- Click ‘Verify Details’ to validate name, father’s name, and DOB from PAN database
Section 7A(i): Director Details
- All DINs of directors and subscribers must be unique
- Director’s age must be > 18 years
- For OPC: all subscriber-directors must be Indian nationals
Section 8B: Nominee Declaration
- Required for OPC nominees
- Not required for foreign companies
Attachments
| Attachment | Mandatory? | Condition |
|---|---|---|
| Memorandum of Association | Conditional | If subscribers > 7 or foreign subscribers present |
| Articles of Association | Conditional | If MOA is attached |
| INC-9 Declaration | Conditional | If directors + subscribers > 20 or any without DIN/PAN |
| Certificate of Incorporation of Foreign Body Corporate + Resolution | Conditional | If any non-individual subscriber is a foreign company/incorporated outside India |
| Resolution by Promoter Company | Conditional | If any non-individual subscriber is an Indian company |
| Director’s Interest in Other Entities | Conditional | If any director has interest in > 20 entities |
| Optional attachments (up to 5) | Optional | — |
- Format: PDF or JPG; max 2 MB per file; total up to 10 MB
Professional Certification
SPICe+ Part B must be certified by a Chartered Accountant (WTP), Cost Accountant (WTP), or Company Secretary (WTP) or Advocate:
- CA / CMA: enter membership number
- CS: enter Certificate of Practice (COP) number
- Membership/COP number must match the Associate/Fellow category selected
Fee Structure
Normal Filing Fee (Companies with Share Capital)
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Up to 15,00,000 | NIL |
| More than 15,00,000 | 500 |
Normal Filing Fee (Companies without Share Capital)
| Number of Members | Fee (INR) |
|---|---|
| Up to 20 | NIL |
| More than 20 | 500 |
The system automatically calculates normal filing fees and MOA/AOA registration fees based on authorised capital or number of members.
Stamp Duty
Stamp duty is applicable separately for:
- SPICe+ (INC-32)
- Memorandum of Association
- Articles of Association
Stamp duty rates are state-specific and referenced in Annexure B of the instruction kit. These are paid as part of the SPICe+ filing process.
Processing Mode
SPICe+ Part B is processed in Non-STP mode — involving review by the Registrar of Companies.
ROC and State Mapping
Each state and district is mapped to a specific ROC. The system auto-fills the ROC name in Field 4C based on the registered office address. In states with multiple ROCs, the system maps based on state + district. (Refer Annexure C of the instruction kit for the complete mapping.)
Useful Links
Frequently Asked Questions (FAQs)
Q1. Is SPICe+ Part A compulsory before filing Part B? No. SPICe+ Part A (name reservation) is optional. SPICe+ Part B can be filed directly, with the name being reserved and incorporated simultaneously. However, if Part A is filed first and approved, Part B must be filed by the same user who filed Part A.
Q2. How many directors can apply for DIN through SPICe+ Part B? A maximum of 3 directors (for companies other than Producer Companies) and 5 directors (for Producer Companies) can be allotted DIN through SPICe+ Part B.
Q3. What is the timeline for payment after uploading DSC-affixed PDFs? Payment must be completed within 7 days of successfully uploading the DSC-affixed PDF, or by the due date of filing + 2 days, whichever is earlier.
Q4. Can SPICe+ Part B be filed without a professional certification? No. It must be certified by a practising CA, CMA, CS, or Advocate through digital signature.
Q5. What is issued upon successful processing? The RoC issues: Certificate of Incorporation (and Section 8 licence if applicable), CIN, PAN, TAN, DIN letters to new directors, and acknowledgement for stamp duty on MOA/AOA.
Q6. Can a company be incorporated without a registered office address? A correspondence address is sufficient at the time of incorporation. However, the permanent registered office must be intimated within 30 days of incorporation through Form INC-22.
Summary
SPICe+ Part B is the cornerstone of India’s company incorporation framework — a single form that registers a company, allots CIN, DIN, PAN, TAN, and triggers GSTIN, EPFO, ESIC, and bank account registrations simultaneously. Company Secretaries should treat SPICe+ Part B as the hub of a spoke system — all linked forms (e-MOA, e-AOA, AGILE PRO S, INC-9, URC-1) must be prepared and filed together with it. Careful attention to share capital structure, subscriber details, DSC validity, and professional certification is essential for a smooth first-time approval.
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website