SPICe+ Part A: Name Reservation
Part A of SPICe+ is filed to reserve the proposed company name. The name must end with 'Private Limited' and must not be identical or deceptively similar to an existing company name, registered trademark, or a name prohibited under the Companies (Incorporation) Rules 2014.
MCA's name search tool (available on the MCA21 portal) should be run before submission to check availability. Common rejection reasons: names containing words like 'National', 'Bank', 'Insurance', 'Trust', 'Securities' without specific regulatory approvals; names identical to existing registered trademarks; overly generic names ('India Technology Services Private Limited' will be rejected).
Part A approval is valid for 20 days - Part B must be filed within that period. For GCCs with a foreign parent name in the entity name (e.g., 'ParentCo India Private Limited'), the parent's incorporation certificate must be attached to establish the connection.
SPICe+ Part B: The Complete Incorporation Form
Part B covers: Directors and DINs, subscribers (shareholders), registered office, share capital (authorized and subscribed), Memorandum of Association (MOA), Articles of Association (AOA), PAN and TAN application, GST registration (optional at this stage), EPFO and ESIC registration, and professional tax registration.
The MOA must specify the main object clause - for a GCC this is typically 'To carry on the business of Information Technology and IT-enabled services, software development, software consulting, and related services.' A broadly drafted object clause avoids the need for later amendment.
Every subscriber (shareholder) and director who is a foreign national must submit: passport (identity), recent utility bill or bank statement (address proof from home country), notarized and apostilled consent to act as director (if director), and notarized and apostilled board resolution of the foreign parent company authorizing the incorporation and naming the subscriber representative.
Apostille vs consularization: know which applies
India is a Hague Convention member. Documents from other Hague Convention countries require Apostille (from the competent authority in the issuing country). Documents from non-Hague countries require notarization plus consularization by the Indian embassy/high commission in that country. Check whether the parent company's country is on India's Apostille-accepted list before document preparation.
AGILE-PRO-S: The Linked Registration Form
AGILE-PRO-S is the linked form in SPICe+ that handles GST registration, EPFO, ESIC, professional tax, and bank account opening in one submission. It is filed simultaneously with SPICe+ Part B.
For GST registration through AGILE-PRO-S: the nature of business and HSN/SAC code for the primary service must be specified. For IT services exports, the primary SAC code is 998314 (Information technology (IT) consulting and support services). Specify the nature of supply as 'Export of services (zero-rated)'.
The bank account linked through AGILE-PRO-S is typically a current account with the selected bank. The bank may still require a physical branch visit and KYC verification after incorporation before the account becomes operational.
Common Rejection Reasons and How to Avoid Them
Reason 1: DIN not activated. If a proposed director has a DIN but has not verified KYC via the annual DIN KYC form (DIR-3 KYC), the DIN shows as 'deactivated' in MCA records and the SPICe+ will be rejected. Verify all DINs are active before submission.
Reason 2: Registered office NOC insufficient. The NOC from the property owner must be specifically for allowing the company to use the address as its registered office - a general permission letter is not sufficient. Use the standard NOC format prescribed in MCA rules.
Reason 3: MOA subscriber list mismatch. The subscriber to the MOA must be exactly the same entity as listed in the SPICe+ Part B subscriber section. If the foreign parent company's name in the MOA has a different spelling or abbreviation than in the SPICe+ form, it will be rejected.
Glossary terms referenced in this guide