Question 1

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 2

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 3

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 4

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 5

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 6

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 7

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

Question 8

What is the process for obtaining approved e-MOA (INC-33) and e- AOA (INC-34)?

Accepted Answer

The users may obtain approved e-MOA (INC-33) and e- AOA (INC-34) through certified copies facility available on MCA.
For further details please access following link.

Question 9

Would a One Person Company (OPC) be qualified to profit benefits under the Start-up India activity?

Accepted Answer

Yes. One Person Companies are eligible to avail benefits under the Start-up India initiative.

For more information, click here.

Question 10

Can limited liability partnerships (LLP) be formed utilizing SPICe frames?

Accepted Answer

No, LLPs cannot be incorporated using SPICe forms

For more information, click here.

Question 11

Can a listed company be converted to LLP?

Accepted Answer

No, only private / unlisted public company or a partnership firm can be converted into LLP.

For more information, click here.

Question 12

What if there are more than seven subscribers to MoA and AoA?

Accepted Answer

Incase of more than 7 subscribers INC 32 to be filled with MoA, AoA as attachment 
For further details please access following link.

Question 13

In case of overseas shareholders and directors, are the documents required to be notarized and apostilled for incorporation of a company?

Accepted Answer

Where the shareholder or a director to be appointed in the proposed company is a company incorporated outside India (for example, in China/ Chinese national residing in China), the MoA (Memorandum of Association), AoA (Articles of Association), proof of identity as well as address proof is required to be notarized before the Notary (Public) in China and the certificate of the Notary (Public) shall be attested by the Indian Embassy in China.

Was this helpful?

Yes

No

Question 14

How to inform RoC about change in membership of OPC?

Accepted Answer

The company shall file form INC-4 in case of cessation of member of OPC on account of death, incapacity to contract or change in ownership. In the same form, user needs to provide details of the new member of the OPC.

For more information, click here.

Question 15

Do partnership agreements have to be registered under LLP?

Accepted Answer

Yes, it is mandatory to execute and file partnership agreement in view of Sections 2(0) & (q), 22 and 23 of the LLP Act.
As per provisions of the Act, in the absence of agreement, the mutual rights and liabilities shall be as provided for under Schedule-I to the Act. Therefore, in case any LLP proposes to exclude provisions or requirements of Schedule-I, it would have to enter into an agreement, specifically excluding applicability of any or all paragraphs of the Schedule.

For more information, click here.

Question 16

What are the Important clauses included in a Joint venture Agreement?

Accepted Answer

Some of the important clauses in a Joint Venture Agreement are as below:
a) Object and scope;
b) Equity Participation by local and foreign investors;
c) Lock in Clause;
d) Financial Arrangements;
e) Composition of Board and Management arrangements;
f) Remedying a deadlock;
g) Roles & Responsibilities of the Parties;
h) Exit Clause;
i) Representations, Warranties & Covenants of the Parties;
j) Confidentiality;
k) Dispute Resolution;

Question 17

Is there any cooling period for the existing auditors after the expiry of their term?

Accepted Answer

An individual auditor who has completed his term of five years shall not be eligible for re-appointment as auditor in the company for five years from the completion term of five years.

An auditor firm who has completed their two terms of five years shall not be eligible for re-appointment as auditor in the company for next five years from the completion of 10 year.

Question 18

Is it mandatory to use eMoA and eAoA? Can physical copies of MoA/AoA be signed and attached with SPICe forms?

Accepted Answer

Yes. It is mandatory to use eMoA (INC-33) and eAoA (INC-34) . Physical copies of MoA/AoA be signed and attached only in case of foreign subscriber.
For further details please access following link.

Question 19

Is there any endorsed fee(s) that can be charged from the Start-ups for furnishing them with a suggestion/bolster/underwriting letter?

Accepted Answer

Yes. A maximum fee of INR 5,000 can be charged by the incubators for issuing a letter of recommendation to Start-ups. In cases where an incubator is required to form a panel of external experts to assess the innovativeness of the product/service/process, a maximum fee of Rs. 10,000 can be charged by the incubators.

For more information, click here.

Question 20

On approval of SPICe how PAN & TAN is communicated to the user?

Accepted Answer

On approval of SPICe forms, the Certificate of Incorporation (CoI) is issued with PAN as allotted by the Income Tax Department. An electronic mail with Certificate of Incorporation (CoI) as an attachment along with PAN and TAN is also sent to the user. Further PAN card shall be issued by the Income Tax Department.

For more information, click here.

Question 21

How many Digital Signature Certificates are valid for Ministry of Corporate Affairs 21 Program?

Accepted Answer

The different types of Digital Signature Certificates valid for MCA21 program as stipulated by ministry of corporate affairs are:
Class 2: Here, the identity of a person is verified against a trusted, pre-verified database.
Class 3: This is the highest level where the person needs to present himself or herself in front of a Registration Authority (RA) and prove his/ her identity.

For more information, click here.

Question 22

In case of subscriber to the memorandum is a foreign national residing outside India, his signatures and address etc. shall be witnessed by a Notary Public/Embassy/Consulate offices of Embassies as per the Rule 13 of the Companies (Incorporation) Rules, 2014. In such cases, how the DSC of such a witness be affixed?

Accepted Answer

In such cases, SPICe (INC-32) shall be filed with manually signed and duly attested MoA and AoA.
For further details please access following link.

Question 23

Is there a time period to issue share certificate to the shareholders?

Accepted Answer

The company should issue and deliver the share certificates within a period of two months from the date of incorporation of the proposed company.

Question 24

Is a license necessary for carrying out money changing business?

Accepted Answer

Yes. No person shall carry on money changing business without the possession of a valid licence issued by the Reserve Bank. Any person found undertaking money changing business without a valid licence is liable to be penalised under the Act ibid.

For more information, click here.

Question 25

How should Registrar of Companies (RoC) be informed regarding conversion of One Person Company (OPC) into public a or private company?

Accepted Answer

The OPC shall inform RoC via Form INC-5 (MCA Form), if the threshold limits  exceeded and is required to be converted into private or public Company.

For more information, click here.

Question 26

What are the documents involved in formation of wholly owned subsidiary in India?

Accepted Answer

a) Proof of Registered office address;
b) Copy of utility Bills not older than 2 months;
c) NOC from owner of the premises;
d) PAN Undertaking by the proposed Directors;
e) Interest of first director(s) in other entities;
f) Consent Letter from the Directors in Form DIR-2;
g) Declaration from the First Directors and Subscribers in Form INC-9;
h) Board Resolution and Certificate of Incorporation from the foreign company;

If company’s name is applied with the incorporation application: 
a) Copy of approval, in case the proposed name contains any word(s) or expression(s) which requires approval from central government; 
b) Approval of the owner of the trademark or the applicant of such trademark for registration of Trademark, if the proposed name is based on a registered trademark, or is subject matter of an application pending for registration under the Trade Marks Act;

Note: All the documents to be signed by the Foreign Directors and Foreign subscribers requires notarization and apostillation from the foreign country.

Question 27

What is the tenure of an auditor? What is the tenure of the first auditor?

Accepted Answer

An individual can serve as an auditor for a term of five consecutive years. A firm can serve two terms of five consecutive years each, i.e., a total of 10 years as an auditor.

Every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting.

For more information, click here.

Question 28

Whether eMOA (INC-33) and eAOA (INC-34) is to be filed with SPICe (INC-32) in respect of non-individual first subscribers who are based outside India?

Accepted Answer

No. In respect of non-individual first subscribers who are based outside India, pdf attachments of apostillised MOA and AOA shall be attached with SPICe (INC-32).
For further details please access following link.

Question 29

To which authority the application for establishing Branch office/ Liaison Office/ Project office is required to be submitted?

Accepted Answer

Generally, the application for establishing BO / LO/ PO in India may be submitted by the non-resident entity in the prescribed form to Authorised Dealer Bank (AD Bank) identified by the applicant along with the prescribed documents.

Question 30

How is control defined for companies?

Accepted Answer

Control includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.

For more information, click here.

Question 31

Who issues Digital Signature certificates?

Accepted Answer

A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000. 
The list of licensed CAs along with their contact information is available on the MCA portal. Certifying Authorities.
For further details please access following link.

Question 32

Is DSC mandatory for Subscribers?

Accepted Answer

Yes, DSC is mandatory for all subscribers and witnesses in eMoA(INC-33) and eAoA(INC-34). eMoA and eAoA shall be used only where the maximum number of subscribers do not exceed 7. In case the number of subscribers are more than 7, INC-7 shall be used and DSC is not mandatory in such cases..
For further details please access following link.

Question 33

What should be the first financial year of the newly incorporated company?

Accepted Answer

The first financial year of a company means a period beginning from the date of incorporation and ending on 31 March of the following year.  However, if the company is incorporated on or after 1 January of the year, the financial year will be from the date of incorporation till 31 March of the following financial year.  For example, if a company is incorporate on 1 February 2019, the first financial year will be 1 February 2019 to 31 March 2020.

Question 34

What is the objective behind expanding the FFMCs business?

Accepted Answer

To widen and allow easy access to foreign exchange facilities to residents and tourists while ensuring efficient customer service through competition is the major objective.

For more information, click here.

Question 35

How to intimate RoC that the OPC has exceeded the threshold limits and require conversion into private or public company?

Accepted Answer

The OPC shall inform RoC in form INC-5, if the threshold limits is exceeded and is required to be converted into private or public company.
For further details please access following link.

Question 36

What are the documents involved in formation of Limited Liability Partnership in India?

Accepted Answer

a) Proof of identity and residential address of the Designated partners;
b) Proof of Registered office address and Copy of utility Bills not older than 2 months; 
c) NOC from owner of the premises;
d) Details of Partners and Designated Partners;
e) Details LLP(s) and Company(s) in which Partners are interested; 
f) Subscribers' sheet including consent of Partners;
g) Copy of certificate of incorporation of the foreign LLP;
h) Copy of Authority under which Foreign Limited Liability Partnership is establishing the place of business in India;
i) Power of Attorney in favour of Authorised Representative;

If LLP’s name is applied with the incorporation application:
a) Approval of the owner of the trademark or the applicant of such trademark for registration of Trademark if the proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act.
b) Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government;

Note: All the documents to be signed by the Foreign Directors and Foreign subscribers requires notarization and apostillation from the foreign country.

Question 37

Who appoints the first auditor?

Accepted Answer

As per Section 139(6) of Companies Act 2013, first auditor will be appointed by the board of directors of company within 30 days of incorporation of company. If the board fails to appoint the first auditor, an extra ordinary general meeting will be called by the board to appoint the first auditor within 90 days from the receipt of the information from the board of directors.

Question 38

Is a proposed Section 8 company required to file eMOA (INC-33), eAOA (INC-34) along with SPICe (INC-32)?

Accepted Answer

No. Section 8 companies are mandatorily required to file MOA and AOA as pdf attachments to SPICe (INC-32).
For further details please access following link.

Question 39

Under which scenarios, the applicant is required to approach the RBI for approval?

Accepted Answer

Under the following scenarios, prior approval of RBI shall be required:


	The principal business of the applicant falls in the four sectors namely defence, telecom, private security and information and broadcasting. However, no prior approval of the RBI shall be required, if government approval or license/permission by the concerned ministry/ regulator has already been granted
	The applicant is a Non-Government Organization (NGO), Non-Profit Organization, body/ agency/ Department of a foreign government

Question 40

What are the forms that need to be filed upon appointment or resignation of a partner in Limited Liability Partnership?

Accepted Answer

E-form 3 and E-form 4 are required to be filed for appointment of new and resignation of existing partners within 30 days of such cessation or appointment. If filed during the first 30 day, no fee will be levied; there is an additional fee thereafter.

For more information, click here.

Question 41

Is there any form that is to be filed for conversion of an OPC into private or public company? Is there any other purpose for filing this form?

Accepted Answer

Form INC-6 shall be filed by an OPC for conversion of an OPC into private or public company.
Yes, a private company can also file form INC-6 for converting itself into an OPC. The paid up share capital of private company should not be exceeding fifty lakh rupees and should not have average annual turnover more than two crore rupees at the time of such conversion into OPC. The company shall be having one member and shall appoint one nominee to act as member in case of death or incapacity of the member at the time of conversion into OPC.
For further details please access following link.

Question 42

Whether subscribers' photo is required in SPICe forms?

Accepted Answer

No. ID and address proof required . Required in case of physical MoA/ AoA subscriber sheet.
For further details please access following link.

Question 43

Within what time should the first board meeting be held?

Accepted Answer

The first board meeting should be held within 30 days from the date of incorporation.

Question 44

What is JV and WOS?

Accepted Answer

A foreign entity is termed as JV (Joint venture) of the Indian Party/Resident Indian when there are other foreign promoters holding the stake of the entity along with the Indian Party.

In case of WOS (Wholly Owned Subsidiary), entire capital is held by the one or more Indian Party/Resident Indian.

For more information, click here.

Question 45

What is the time limit for filing form INC-5?

Accepted Answer

Form INC-5 shall be filed within sixty days of the date on which its paid-up share capital is increased beyond INR fifty lakh or the last day of the relevant period during which its average annual turnover exceeds INR two crore.

For more information, click here.

Question 46

What is the valid period of existence of a Liaison Office? Can the period of existence of a Liaison Office be extended?

Accepted Answer

Permission to set up a Liaison Office is initially granted for a period of 3 years and this may be extended from time to time by the Authorized Dealer Category – I Bank in whose jurisdiction the Liaison Office is set up.

Question 47

What is the applicability of internal audit?

Accepted Answer

Applicability of internal audit is as follows:


	Listed company: Always applicable
	Unlisted public company: Where any of the below conditions is satisfied:
	
		Paid up share capital >= INR 500 million during the preceding financial year
		Turnover (income) >= INR 2 billion during the preceding financial year
		Outstanding loans or borrowings from banks or public financial institutions exceeding INR 1 billion or more at any point of time during the preceding financial year
		Outstanding deposits >= INR 250 million at any point of time during the preceding financial year
	
	
	Private company: Where any of the below conditions is satisfied:
	
		Turnover >= INR 2 billion during the preceding financial year
		Outstanding loans or borrowings from banks or public financial institutions exceeding INR 1 billion or more at any point of time during the preceding financial year

Question 48

Is PAN and AADHAAR mandatory?

Accepted Answer

Yes. The companies (incorporation) rules notified has liberalized many requirements in respect of Proof of Identity and Proof of residence in respect of Subscribers and Directors. The Companies (Incorporation) third Amendment Rules dated 27th July 2016 has relaxed the mandatory attachment of proof of identity and residence in respect of a subscriber having a valid DIN.
For further details please access following link.

Question 49

What financial criteria are required to be fulfilled for setting-up a BO/LO (Branch Office or Liaison Office) in India?

Accepted Answer

The non-resident entity applying for a BO/LO in India should have a financially sound track record as below:


	For BO: A profit making track record during the immediately preceding five financial years in the home country and net worth of not less than US$100,000 or its equivalent
	For LO: A profit making track record during the immediately preceding three financial years in the home country and net worth of not less than US$50,000 or its equivalent

Question 50

Why are Digital Signature Certificates needed?

Accepted Answer

Like physical documents being signed manually, electronic documents(such as e-forms) are required to be signed digitally using a Digital Signature Certificate (DSC).

For more information, click here.

Question 51

Can provisional DIN be utilized for registration of DSC at MCA portal?

Accepted Answer

No, director must have an approved DIN to register the DSC on MCA portal.
For further details please access following link.

Question 52

Can OPCs be incorporated using SPICe forms?

Accepted Answer

Yes. Form INC-2 is no longer be available for filing.
For further details please access following link.

Question 53

When should the first auditors be appointed for a newly incorporated entity?

Accepted Answer

The first auditors should be appointed by the board within 30 days of incorporation of the company.  In case of failure by the board to appoint auditors, the auditors shall be appointed by the shareholders in general meeting within 90 days from the expiry of the 30 days period

Question 54

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

Accepted Answer

The list of activities provided by the RBI for the LO to undertake is as follows:


	Representing the parent company / group companies in India
	Promoting export / import from / to India
	Promoting technical/ financial collaborations between parent / group companies and companies in India
	Acting as a communication channel between the parent company and Indian companies

Question 55

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 56

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.

Question 57

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 58

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 59

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 60

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 61

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 62

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 63

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 64

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

Questions?

Can a listed company be converted to LLP?

What if there are more than seven subscribers to MoA and AoA?

In case of overseas shareholders and directors, are the documents required to be notarized and apostilled for incorporation of a company?

How to inform RoC about change in membership of OPC?

Do partnership agreements have to be registered under LLP?

What are the Important clauses included in a Joint venture Agreement?

Is there any cooling period for the existing auditors after the expiry of their term?

Is it mandatory to use eMoA and eAoA? Can physical copies of MoA/AoA be signed and attached with SPICe forms?

Is there any endorsed fee(s) that can be charged from the Start-ups for furnishing them with a suggestion/bolster/underwriting letter?

On approval of SPICe how PAN & TAN is communicated to the user?

Are the investments and profits earned in India repatriable?

What is Indirect Foreign Investment?

What are the various reporting formalities for foreign investments?

What are the permitted activities if I want to set up a Branch office in India?

How is IDR holder informed about the duration of fungibility window?

What is to be done after the investment is made under the Automatic Route or with Government approval?

How is India-Bangladesh trade relationship?

What are the legislatures governing IDRs?

How to commence business in India?

What are the requirements for investing in IDRs?