Question 1

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 2

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.

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Question 3

How long will the directors be liable for the offences occurred during his tenure?

Accepted Answer

A director shall be liable for the offences / non-compliances occurred during his tenure even after his resignation and disassociation with the company.

Question 4

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 5

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

Question 6

Which authority allots the Director Identification Number (DIN)?

Accepted Answer

Any person intending to become a director in an existing company shall file Form DIR-3 and the same gets processed by the Central Government (Office of Regional Director (Northern Region), Ministry of Corporate Affairs). Further, the person who is appointed as a director upon filing Form SPICe INC-32 (which is a Simplified Proforma for Incorporating Company Electronically) will be issued a unquie 8-digit DIN by the approving authority (Central Registration Centre).

For more information, click here.

Question 7

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 8

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 9

What should be the quorum for board meetings?

Accepted Answer

Quorum for the board meeting for an Indian subsidiary is two directors. In case of physical board meeting, two directors should be present in person.

Board meeting may also be held through an audio-visual means (for example, video conference) subject to compliance with conditions such as recording of the meeting, roll call, minutes of the meeting capturing the VC details, etc.  There are restrictions with respect to matters which can be approved in a meeting held through this mode.

Question 10

What are the activities that are permitted to be undertaken by Project Office?

Accepted Answer

The list for PO as follows:


	Non-resident companies are generally permitted to establish POs in India, provided they have secured a contract from an Indian company to execute a project in India
	Further, the project must have secured the necessary regulatory clearances and is funded directly by inward remittance from abroad or the project is funded by a bilateral or multilateral international financing agency, or a company or entity in India awarding the contract has been granted term loan by a public financial institution or a bank in India for the project

Question 11

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

Accepted Answer

Only one name can be applied.

For more information, click here.

Question 12

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 13

What is the duration for preserving the books of account?

Accepted Answer

The books of account shall be preserved by the company for eight financial years preceding the financial year. However, there are certain registers and documents which are required to be kept permanently.

Question 14

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.

For more information, click here.

Question 15

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 16

With respect to the compliances to be undertaken by (Project Office) PO viz. maintaining of bank account at entity level, filing of AACs, complying with submission of closure documentations on completion of the project and maintaining of books of accounts, can the same be undertaken at entity level instead of at specific project level?

Accepted Answer

With respect the aforesaid compliances, the same will have to be undertaken at specific project level and not at the entity level.

Question 17

Do all board members have to get their Digital Signature Certificates registered on the 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 more information, click here.

Question 18

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 19

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 20

What is an Annual General Meeting (AGM)? When should a company convene its first AGM?

Accepted Answer

Every company shall in each year hold in addition to any other meetings, a general meeting of its shareholders as its annual general meeting for adoption of audited financial statements, declaration of final dividend, etc

The first AGM of a company should be held within a period nine-month from the date of close of first financial year.

In any other case, within a period of six months from the date of closing of the financial year.

Question 21

Whether a BO or PO can send outward remittances, permissible under FEMA, through any AD Category I bank or it has to be through the designated AD Category I bank only?

Accepted Answer

Wherever the BO or PO is required to remit funds outside India, within the applicable guidelines under FEMA, they may do so not necessarily through the designated AD Bank but through any AD Bank of its choice subject to obtaining no objection certificate (NOC) from the designated AD Bank.

Question 22

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

For more information, click here.

Question 23

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 24

What are the modes available for the company to maintain the books of account?

Accepted Answer

The company may maintain books of account in either physical or electronic form. In case the books of account are maintained electronically, the back-up of the books of account and other books and papers of the company shall be kept in servers physically located in India on a periodic basis.

Question 25

How many resubmissions are permitted for SPICe forms?

Accepted Answer

Two resubmissions are premitted for SPICe forms.

For more information, click here.

Question 26

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 27

What are the requirements in connection with closure of LO/BO/PO (Liaison, Branch or Project)?

Accepted Answer

Requests for closure of the LO/BO/PO and allowing the remittance of winding up proceeds of LO/BO/PO may be submitted to the AD (Authorized Dealer) Bank along with the prescribed documents.

Question 28

Can I use my digital signature for legal documents?

Accepted Answer

Digital Signatures (DS) are legally admissible in the Court of Law, as provided under the provisions of IT Act, 2000.

For more information, click here.

Question 29

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.

For more information, click here.

Question 30

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 31

Can AGM (Annual General Meeting) be held at a place situated outside the limit of city, town or village in which the registered office is situated?

Accepted Answer

AGM of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance. However, AGM cannot be held outside India.

Question 32

Whether AD bank can approve for extension of the project account after the tenure of the project?

Accepted Answer

The AD Bank has the power to approve for extension of the project account after the tenure of the project for genuine reasons like completion of warranty period, statutory works like Income tax assessments, VAT/Service tax/GST assessments, to make arrangements for the sale of assets, etc. 

However, requisite intimations shall be required to be sent to Reserve Bank, FED, CO Cell, Sansad Marg, New Delhi 110001.

Question 33

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 34

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 35

Is it mandatory to appoint Company Secretary in an Indian subsidiary?

Accepted Answer

Any company having a paid-up share capital of Indian INR 50 million or above is required appoint a whole-time Company Secretary.

Question 36

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 37

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 38

What are the key pre-requisites for setting up Indian subsidiary in India?

Accepted Answer

Minimum two directors – mandatory one resident director but not required to be a citizen of India
	Minimum two shareholders – shareholders may be either corporates or individuals or resident or non-residents
	
		No minimum capital threshold, however, should have atleast two shares, if the proposed company will be limited by shares
	
	
	Physical space to be identified as a registered office


In case of a newly incorporated company, the requirement will apply proportionately at the end of the financial year in which it is incorporated.

Question 39

Which form has to be filed in case of voluntary conversion of One Person Company?

Accepted Answer

Form INC-6 has to be filed within 30 days of voluntary conversion of One-Person Company 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 INR50 lakhs or its average annual turnover).

For more information, click here.

Question 40

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’.

For more information, click here.

Question 41

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 42

What should be the quorum of an AGM (Annual General Meeting) of Indian subsidiary?

Accepted Answer

Quorum for the AGM of an Indian subsidiary is two members personally present. In case of corporate shareholders, the respective shareholders would be required to authorize two different individuals to represent them in the AGM. Representation letters supported by the board resolutions would be required to be maintained in this regard

Question 43

What are the key prerequisites for setting up of an unlisted public limited company in India?

Accepted Answer

The key prerequisites for setting up an unlisted public limited company are the following: 


	Minimum three directors – mandatory one resident director but not required to be a citizen of India
	Minimum seven shareholders – shareholders may be either corporates or individuals  
	No minimum capital threshold, should have at least seven shares, if the proposed company will be limited by shares
	Physical space to be identified as a registered office

Question 44

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 45

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 46

What are the implications of establishment of PE (Permanent Establishment) in India, on the expats?

Accepted Answer

The assignees would be denied the benefit of short stay exemption under tax treaty as their salary expenditure would be deemed as deduction claimed by the foreign entity. Thus, the salary income earned by expats would become taxable in India.

Question 47

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.

For more information, click here.

Question 48

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 49

What are the steps to incorporate an Indian subsidiary?

Accepted Answer

Drafting of Charter documents [Memorandum of Association (MoA) and Articles of Association (AoA)]
	Certification of incorporation (CoI) – An application in the prescribed form is to be made to the MCA for obtaining the CoI including Directors’ Identification Number for directors, Permanent Account Number and Tax deduction Account Number for the company

Question 50

How can I start Consultancy and/or Project Execution entity in India?

Accepted Answer

You can explore the option of either opening
(1) Liaison Office or

(2) Project Office

For more information, click here.

Question 51

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.

For more information, click here.

Question 52

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 53

Can a company maintain books of account in any place other than registered office?

Accepted Answer

A company may maintain books of account and other relevant papers at any place in India as the board of directors may decide and the company should make a filing with the RoC (Registrar of Companies) in the prescribed form giving the full address of that other place. However, there are certain documents which are mandatorily required to be maintained at the registered office such as minutes of the meeting.

Question 54

What is the difference between SPICe and SPICe+?

Accepted Answer

While SPICe is an eform, SPICe+ is an integrated Web form offering 10 services by 3 Central Govt Ministries & Departments. (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and One State Government (Maharashtra), thereby saving as many procedures, time and cost for Starting a Business in India. SPICe+ is part of various initiatives and commitment of Government of India towards Ease of Doing Business (EODB).

For more information, click here.

Question 55

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 56

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 57

Is issue of prospectus mandatory in case of LLP in India?

Accepted Answer

No, issue of prospectus is not mandatory in case of Limited Liability Partnership (LLP) in India.

For more information, click here.

Question 58

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.

For more information, click here.

Question 59

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 60

For how many days is a reserved name valid for a company proposed to be set up?

Accepted Answer

An approved name is valid for a period of


	20 days from the date of approval (in case name is being reserved for a new company) or
	60 days from the date of approval (in case of change of name of an existing company)


For more information, click here.

Question 61

What are SPiCe forms?

Accepted Answer

SPICe Form INC-32, which is a Simplified Proforma for Incorporating Company Electronically -SPICe or Form INC-32, can help incorporate a company with a single application for reservation of name, incorporation of a new company and/or application for allotment of DIN.

For more information, click here.

Question 62

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 63

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 64

Can one person simultaneously provide accounting and auditing services?

Accepted Answer

The statutory auditor of a company cannot provide following services to the company or its holding company or subsidiary company:


	Accounting or book keeping services
	Internal audit
	Design and implementation of any financial information system
	Actuarial services
	Investment advisory services
	Investment banking services
	Outsourced financial services
	Management services
	Other services prescribed under the rules

Questions?

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

Can more than one Liaison Office be set up?

How long will the directors be liable for the offences occurred during his tenure?

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

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

Which authority allots the Director Identification Number (DIN)?

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

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

What should be the quorum for board meetings?

What are the activities that are permitted to be undertaken by Project Office?

Whether the draft prospectus for IDRs to be filled with SEBI?

Is transfer of capital instruments from resident to non-residents permitted?

What are Indian depository receipts (IDR)?

What is apostille and how to get the documents apostilled and notarized from the foreign country?

What are the pricing guidelines to be complied with given the scenario of transfer of shares from resident to non-resident?

Whether any listing permission required for issuance of IDRs?

What is the procedure for making portfolio investments in India for a Non-Resident Indian?

What is the FDI Policy for Asset Reconstruction Companies?

Can one increase the Company's authorized capital to get more external funding?

What are the pricing guidelines to be complied with given the scenario of transfer to shares from non-resident to resident?