SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus, Form INC-32) is the single web-based form used to incorporate an Indian company, and foreign nationals can complete the entire process without visiting India by using apostilled documents and a Digital Signature Certificate. SPICe+ bundles name reservation, incorporation, PAN, TAN, EPFO, ESIC and bank account request into one filing, cutting down what used to be several separate applications.
For a foreign promoter, the practical challenge is not the online form itself but assembling apostilled documents correctly and sequencing Digital Signature Certificate issuance before the filing window opens. This guide walks through each part of SPICe+ specifically from a foreign national’s perspective.
Key Facts Table
Table 1: SPICe+ incorporation for foreign nationals — key parameters
| Parameter | Position | Source |
|---|---|---|
| Form name | SPICe+ (Form INC-32), with linked Part A and Part B | Companies (Incorporation) Rules, 2014 |
| Name reservation validity | 20 days from approval (for new company incorporation) | Companies (Incorporation) Rules, 2014 |
| Linked forms | AGILE-PRO-S (GST, EPFO, ESIC, bank account, professional tax where applicable), eMOA (INC-33), eAOA (INC-34), URC-1 (for conversion cases) | Companies (Incorporation) Rules, 2014 |
| Digital Signature Certificate | Mandatory for all subscribers and directors signing SPICe+ | Companies (Incorporation) Rules, 2014 |
| Physical presence required? | No, entire process can be completed remotely | Companies (Incorporation) Rules, 2014 |
| PAN and TAN allotment | Simultaneous with Certificate of Incorporation | Companies (Incorporation) Rules, 2014 |
| Processing authority | Registrar of Companies (RoC), Central Registration Centre | Companies Act, 2013 |
| Rejection/resubmission | Permitted with corrections; resubmission window applies | Companies (Incorporation) Rules, 2014 |
What Changed in the SPICe+ Process
- SPICe+ continues to integrate AGILE-PRO-S for simultaneous GST registration application, EPFO and ESIC registration, professional tax registration (in states where applicable), and a request for opening a company bank account, all within the same filing.
- Name reservation and incorporation can be filed together (SPICe+ Part A and Part B in one go) or name reservation can be done first through Part A alone, giving promoters flexibility depending on how confident they are about the proposed name.
- No structural change has been made recently to the core two-part SPICe+ architecture.
What Are Part A and Part B of SPICe+?
Part A of SPICe+ is for reserving the company name, and Part B covers the full incorporation application including capital structure, registered office, director and shareholder details, and the linked forms for PAN, TAN and other registrations. Promoters can file Part A alone to lock in a name before finalising other details, or file Part A and Part B together for a faster overall timeline.
Part A requires up to two proposed names in order of preference, along with the main business activity the company intends to pursue, which is matched against the Registrar’s rules on undesirable or too-similar names. Part B captures registered office address, subscriber and director details (including DIN application for individuals who do not already have one), capital structure, and triggers the linked forms — eMOA, eAOA, AGILE-PRO-S, and INC-9 (declaration by subscribers and first directors).
Table 2: SPICe+ components at a glance
| Component | Purpose | Mandatory for foreign promoters? |
|---|---|---|
| SPICe+ Part A | Name reservation | Yes |
| SPICe+ Part B | Incorporation application | Yes |
| eMOA (INC-33) | Electronic Memorandum of Association | Yes, unless subscriber is a foreign entity requiring physical MOA execution |
| eAOA (INC-34) | Electronic Articles of Association | Yes, unless physical execution applies |
| AGILE-PRO-S | GST, EPFO, ESIC, professional tax, bank account request | Yes |
| INC-9 | Declaration by subscribers and first directors | Yes |
| URC-1 | Conversion of existing entity into a company | Only if converting an existing business |
Can a Foreign Corporate Subscriber Sign eMOA Electronically?
Where a subscriber to the Memorandum of Association is a foreign company (rather than an individual), the physical Memorandum and Articles of Association are often executed outside India, apostilled or consularised, and attached to the SPICe+ filing, rather than relying solely on the electronic eMOA/eAOA signing process. This is because the electronic subscription mechanism is built around Indian digital signature infrastructure, which does not always extend smoothly to a foreign corporate signatory acting through an authorised representative.
In practice, promoters should confirm with their filing professional whether the specific structure — foreign individual subscriber versus foreign corporate subscriber — requires the physical MOA/AOA route or can proceed through the standard electronic eMOA/eAOA route, since this affects the document apostille chain required before filing.
Step-by-Step SPICe+ Process for a Foreign Promoter
The process runs from Digital Signature Certificate procurement through name reservation, document preparation, filing, and RoC approval, typically completing within three to six weeks for a foreign-promoted company. Each step depends on the previous one being fully ready, so sequencing matters more for foreign promoters than for domestic ones because of the added apostille dependency.
Table 3: Step-by-step SPICe+ process for foreign nationals
| Step | Action | Responsible party | Statutory deadline | Form/Portal | Typical TAT |
|---|---|---|---|---|---|
| 1 | Apply for Digital Signature Certificate for each foreign director/subscriber | Foreign director/subscriber | Not applicable | Certifying authority portal | 3–7 working days (apostille-dependent) |
| 2 | Check name availability and file SPICe+ Part A | Applicant/professional | Name valid 20 days | MCA portal | 1–2 working days |
| 3 | Prepare MOA, AOA, and apostille foreign subscriber/director documents | Applicant/professional | Not applicable | Not applicable | 5–15 working days (apostille-dependent) |
| 4 | File SPICe+ Part B with linked eMOA/eAOA, AGILE-PRO-S, INC-9 | Applicant/professional | Within name validity period | MCA portal | 1–2 working days to prepare and file |
| 5 | RoC review and query resolution (if any) | Registrar of Companies | Not applicable | MCA portal | 5–10 working days |
| 6 | Certificate of Incorporation, PAN, TAN issued | RoC | Not applicable | MCA portal | Immediate on approval |
| 7 | Apply for company bank account using incorporation documents | Company | Not applicable | AD Category-I Bank | 5–10 working days |
Documents Section
Table 4: Documents required for SPICe+ filing by foreign nationals
| Document | Issued by | Apostille/notarisation required? | Validity |
|---|---|---|---|
| Passport (director/subscriber) | Home country government | Yes, notarised and apostilled/consularised | Passport validity period |
| Overseas address proof | Utility provider/bank | Yes, notarised and apostilled/consularised | Not older than 2 months |
| Board resolution (foreign corporate subscriber) | Foreign parent board | Yes, apostilled/consularised | Specific to transaction |
| Certificate of incorporation (foreign corporate subscriber) | Home country registrar | Yes, apostilled/consularised | Recent copy preferred |
| Registered office proof (India) | Property owner/landlord | Notarised NOC from owner | Current at filing |
| Digital Signature Certificate | Licensed certifying authority | Per certifying authority process | 1–2 years, renewable |
Key Insights on SPICe+ Filing for Foreign Nationals
- Apostille turnaround time varies significantly by country and is usually the single biggest driver of overall timeline, so foreign promoters should start the apostille process for identity documents before finalising other incorporation decisions.
- Name reservation under Part A has a fixed validity window, so promoters should not reserve a name until they are reasonably confident that Part B documentation, including apostilled papers, will be ready within that period.
- Where a proposed company name includes a trademark or brand name already registered in the foreign parent’s home jurisdiction, a No Objection Certificate or trademark ownership evidence can strengthen the name approval application.
- AGILE-PRO-S bundles GST registration application at the incorporation stage itself, which is useful for companies planning to start invoicing immediately, but GST registration can also be applied for separately later if not needed at incorporation.
- Foreign corporate subscribers should confirm early whether their structure requires physical MOA/AOA execution and apostille, since this changes the document preparation timeline materially compared to relying solely on electronic subscription.
- Rejected SPICe+ applications can typically be resubmitted with corrections within a specified window without having to restart the entire name reservation process, provided the resubmission is filed within the prescribed period.
Costs Section
Table 5: Indicative costs for SPICe+ incorporation (foreign promoter)
| Head | Statutory fee (₹) | Indicative professional fee | Frequency | Notes |
|---|---|---|---|---|
| Name reservation and incorporation (SPICe+) | Fee linked to authorised capital slab, per MCA schedule | Indicative range, confirm with service provider | One-time | Fee schedule available on MCA portal |
| Stamp duty on MOA/AOA | Varies by state of registered office | Not applicable | One-time | State-specific |
| Apostille of foreign documents | As per home country apostille authority schedule | Not applicable | One-time | Varies significantly by country |
| Digital Signature Certificate | As per certifying authority schedule | Not applicable | Per certificate, renewable every 1–2 years | Per director/subscriber |
| Professional filing assistance | Not applicable | Indicative range, confirm with service provider | One-time | Covers drafting, coordination, filing |
Penalties and Cure
Table 6: Defaults relating to SPICe+ filing
| Default | Provision | Exposure | Regularisation route |
|---|---|---|---|
| Filing beyond name reservation validity | Companies (Incorporation) Rules, 2014 | Name reservation lapses; fresh application needed | Refile Part A for name reservation |
| Incomplete or mismatched apostille documents | Companies (Incorporation) Rules, 2014 | RoC query or rejection | Resubmit with corrected/complete documents |
| Incorrect director/subscriber details in SPICe+ | Companies (Incorporation) Rules, 2014 | RoC query or rejection | Resubmit within permitted correction window |
| DSC expired or invalid at filing | Companies (Incorporation) Rules, 2014 | Filing cannot be signed/submitted | Renew or reissue DSC before filing |
Illustrative Example
A UK-based fintech company, “Ashcombe Payments Ltd.”, wants to incorporate an Indian subsidiary quickly to meet a client’s onboarding deadline. It starts the apostille process for its two proposed foreign directors’ passports and address proofs in London while simultaneously applying for their Digital Signature Certificates using video verification.
Once DSCs are issued, the company files SPICe+ Part A for name reservation, receiving approval within two working days. While the 20-day name validity window runs, Ashcombe finalises its apostilled board resolution and certificate of incorporation, then files SPICe+ Part B with AGILE-PRO-S to simultaneously apply for GST registration. The RoC raises one query about registered office proof, which is resolved within three days, and the Certificate of Incorporation is issued within five weeks of starting the process. This is a hypothetical scenario for illustration only.
Frequently Asked Questions
What is SPICe+ and why does it matter for foreign nationals?
SPICe+ is the Ministry of Corporate Affairs’ integrated web form for incorporating an Indian company, combining name reservation, incorporation, PAN, TAN and other registrations into one filing. It matters to foreign nationals because it allows the entire incorporation process to be completed remotely using a Digital Signature Certificate.
Can SPICe+ be filed entirely online without visiting India?
Yes, SPICe+ can be filed entirely online, and foreign directors and subscribers can sign it using a Digital Signature Certificate obtained through apostilled documents and remote verification. No physical presence in India is required at any stage of the filing.
How long is a reserved company name valid under SPICe+ Part A?
A company name reserved through SPICe+ Part A is valid for 20 days from the date of approval for new incorporations. The full incorporation application (Part B) must be filed within this window, or the name reservation lapses.
What happens if the SPICe+ application is rejected?
If a SPICe+ application is rejected, the applicant can typically correct the identified issues and resubmit within a prescribed correction window without restarting the entire process. Repeated or unresolved deficiencies may require a fresh name reservation application.
Does AGILE-PRO-S register the company for GST automatically?
AGILE-PRO-S allows the company to apply for GST registration simultaneously with incorporation, but registration is granted following the GST authority’s own review, not automatically upon incorporation approval. Companies not requiring immediate GST registration can also apply separately later.
Can a foreign company sign the Memorandum of Association without a Digital Signature Certificate?
In some structures, a foreign corporate subscriber executes the Memorandum and Articles of Association physically outside India, with the documents apostilled or consularised and attached to the SPICe+ filing, rather than relying on electronic signing. Which route applies depends on the specific subscriber structure and should be confirmed before filing.
How many names can be proposed in SPICe+ Part A?
Up to two proposed names, in order of preference, can be submitted in a single SPICe+ Part A application. If both are rejected, a fresh application with new names is required.
Is a registered office address needed before filing SPICe+?
Yes, a registered office address in India, or at minimum a correspondence address with a commitment to establish the registered office within the prescribed period after incorporation, is needed for SPICe+ Part B. Proof of the address, such as a No Objection Certificate from the property owner, must be attached.
How long does it take for the Registrar of Companies to approve SPICe+?
Registrar of Companies review of a complete SPICe+ filing typically takes about one to two weeks, though this can extend if the Registrar raises queries requiring resubmission. Total time from document readiness to Certificate of Incorporation is usually within this range for straightforward applications.
Can the same Digital Signature Certificate be used for multiple company incorporations?
Yes, a Digital Signature Certificate issued to a foreign national is not tied to a single company and can be used to sign filings for multiple Indian companies where that individual is a director or subscriber, as long as the certificate remains valid. It must be renewed periodically per the certifying authority’s validity period.
What is the difference between SPICe+ and the older incorporation forms?
SPICe+ replaced multiple separate forms that were previously required for name reservation, incorporation, PAN, TAN and related registrations, consolidating them into a single integrated web form. This reduced duplication of information across filings and shortened the overall incorporation timeline compared to the earlier multi-form process.
Sources
- Companies Act, 2013, Ministry of Corporate Affairs — mca.gov.in
- Companies (Incorporation) Rules, 2014, Ministry of Corporate Affairs — mca.gov.in
Disclaimer
This article is for general informational purposes only and does not constitute legal, tax, or financial advice. Laws and regulations referenced are subject to change, and readers should verify the current position with the relevant government authority or a qualified professional before acting on any information herein. CompanyIN accepts no liability for any loss arising from reliance on this content.
