SPICe+ Form Guide for Foreign-Owned Companies

This article is part of our Complete Guide to Company Registration in India for Foreign Companies. Here we provide a detailed, field-by-field walkthrough of the SPICe+ form with specific focus on the additional requirements and pitfalls that apply to foreign-owned companies.

What SPICe+ Does: 10 Services in One Form

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) replaced the older SPICe form in February 2020. Before SPICe+, incorporating a company in India required 5-7 separate applications across different government departments, taking 15-25 days. SPICe+ consolidates everything into a single filing with a turnaround of 3-7 working days.

Upon successful submission, SPICe+ delivers the Certificate of Incorporation with CIN (Corporate Identity Number), PAN (Permanent Account Number) from the Income Tax Department, TAN (Tax Deduction Account Number) for withholding tax, DIN (Director Identification Number) for up to 3 directors, GSTIN (GST Identification Number) if applied through AGILE-PRO-S, EPFO registration if applicable, ESIC registration if applicable, Professional Tax registration (in Maharashtra, Karnataka, West Bengal), bank account opening request sent to the selected bank, and Shops and Establishment registration (Delhi only).

For foreign companies, this means you can go from zero India presence to a fully registered company with all tax and statutory registrations in under two weeks — if you prepare your documentation correctly.

Before You Start: Pre-Filing Checklist for Foreign Companies

Foreign companies face additional documentation requirements that domestic incorporations do not. Getting these ready before you touch the SPICe+ form prevents the most common delays and rejections.

Digital Signature Certificates (DSC)

Every director and subscriber signing the SPICe+ form needs a Digital Signature Certificate (DSC) from an Indian Certifying Authority (eMudhra, Sify, n(Code), Capricorn). For foreign nationals, the process involves video KYC, identity verification against the passport, and international shipping of the USB token. Timeline: 3-7 days for Indian residents, 5-10 days for foreign nationals.

Critical technical requirement: the DSC must be compatible with the MCA V3 portal's signing module. DSCs issued on certain Mac-compatible tokens or cloud-based signing solutions may not work with the MCA portal. Always test the DSC on the MCA portal before filing day. The name on the DSC, passport, and SPICe+ form must match exactly — even spacing differences between first name and last name cause rejection.

Apostille and Notarization

All foreign documents must be apostilled (for countries that are signatories to the Hague Convention) or consularized (for non-Hague countries). Documents requiring apostille include the foreign parent company's Certificate of Incorporation, board resolution of the parent company authorizing the investment and nominating directors, passport copies of foreign directors and subscribers, address proof of foreign directors (utility bill, bank statement, or driving license — not older than 2 months), and the MOA and AOA signed by foreign subscribers (if using physical MOA/AOA instead of e-MOA/e-AOA).

Apostille processing time varies by country: 3-5 days in the US, 5-7 days in the UK, 7-14 days in Singapore, and up to 3 weeks in some European countries. Plan this step at least 3-4 weeks before your target filing date.

Resident Director

Every Indian company must have at least one Resident Director — a person who has stayed in India for at least 120 days in the previous financial year (or 182 days in the current year for new directors). This is a hard legal requirement under Section 149(3) of the Companies Act, 2013. The resident director needs an Indian address proof, Indian mobile number, Indian bank account (for DIN KYC purposes), and a DSC linked to their Indian address.

Foreign companies that do not yet have a person meeting the residency requirement often engage a professional resident director service. Costs range from INR 50,000 to INR 2,00,000 per year depending on the provider and the director's qualifications.

SPICe+ Part A: Name Reservation

Part A is the name approval section. You can propose up to 2 names, with 1 re-submission opportunity if both are rejected.

Name Rules

The proposed company name must include three components: a unique or distinctive word (e.g., "MapleTech"), an optional business descriptor (e.g., "Solutions" or "Technologies"), and the mandatory suffix "Private Limited" for private companies. The name must not be identical or too similar to any existing company or LLP registered with MCA, must not include restricted words ("Bank," "National," "Reserve," "Insurance," "Stock Exchange") without government approval, and must not contain words that imply government patronage ("President," "Government," "Republic").

Part A vs RUN

You have two options for name reservation: Part A of SPICe+ (name reservation valid for 20 days, costs INR 1,000) or RUN (Reserve Unique Name) (name reservation valid for 20 days for new companies, 60 days for name changes, costs INR 1,000). If you use RUN, the approved name's SRN (Service Request Number) is entered in SPICe+ Part B as an optional field. The RUN route gives you more flexibility if you are not ready to file Part B immediately.

If the name expires before you file Part B, you must reserve again — and risk losing the name to another applicant. For foreign companies, where document preparation (apostille, DSC) takes time, reserve the name only when you are confident Part B can be filed within 20 days.

Part A Filing Fee

Name reservation through Part A costs INR 1,000. MCA typically processes name approvals within 2-3 working days. If both proposed names are rejected, you can re-submit once with a new name at no additional cost.

SPICe+ Part B: The Incorporation Application

Part B is the main incorporation application. It contains multiple sections and linked forms that must all be completed correctly for a successful filing.

Company Details Section

Select the correct company type, category, and sub-category. For foreign-owned companies, the typical selections are: Type: "Private Limited by Shares", Category: "Company limited by Shares", Sub-category: "Subsidiary of Foreign Company" (if the foreign entity holds majority) or "FDI" (if foreign investment exceeds the relevant threshold). Selecting the wrong company type — for example, choosing "Public Limited" when you mean "Private Limited" — requires the entire filing to be redone. This field cannot be corrected within the same application.

Director and Subscriber Details

Part B allows up to 3 directors to apply for DIN simultaneously. For additional directors beyond 3, separate DIN applications (Form DIR-3) must be filed before or after incorporation.

For each foreign director, you must provide the passport number (matching the DSC exactly), foreign residential address with proof (apostilled), a declaration on Form INC-9 that the person has not been convicted of any offense and is not disqualified under Section 164, and the DSC for digital signing.

For foreign subscribers (the entities or individuals who will hold shares), if the subscriber is a foreign body corporate, submit the apostilled Certificate of Incorporation and board resolution authorizing the investment. If the subscriber is a foreign individual, submit the apostilled passport and address proof.

e-MOA (Form INC-33) and e-AOA (Form INC-34)

The e-MOA (electronic Memorandum of Association) and e-AOA (electronic Articles of Association) are linked filings within SPICe+ Part B. They are mandatory when the number of subscribers is 7 or fewer and all individual foreign subscribers possess a valid DIN and DSC.

If any foreign subscriber does not have a DSC or if the number of subscribers exceeds 7, you must attach physically signed, apostilled MOA and AOA as PDF attachments to SPICe+ instead of using the e-forms.

The e-MOA requires you to specify the objects of the company. For foreign-owned companies, draft the objects clause broadly enough to cover current and anticipated business activities. A narrowly drafted objects clause may require an MOA amendment (special resolution + MCA filing) later if you expand operations — an avoidable cost and delay.

Registered Office Details

Specify the state and city of the registered office. The state in the MOA's registered office clause must match the state selected in SPICe+. A mismatch is a ground for rejection. You do not need to provide the exact address at the Part B stage — the full address is verified through Form INC-22 filed within 30 days of incorporation.

AGILE-PRO-S: Parallel Registrations

AGILE-PRO-S (Application for GSTIN, EPFO, ESIC, Professional Tax, Bank Account, and Shops & Establishment) is a linked form within SPICe+ that files parallel registration applications with multiple agencies.

GST Registration

If the company will make taxable supplies from Day 1, apply for GST through AGILE-PRO-S. You need the proposed principal place of business address, the nature of business activity, and the HSN/SAC codes for your products or services. GST registration through AGILE-PRO-S is optional — you can also apply separately after incorporation if you are not immediately conducting taxable activities.

EPF and ESI

EPF registration is mandatory for establishments with 20 or more employees. ESI registration is mandatory for establishments with 10 or more employees (in some states). For newly incorporated foreign subsidiaries with no immediate employees, these sections can be marked as "not applicable" in AGILE-PRO-S. However, the sections must still be filled — leaving them completely blank holds up the entire SPICe+ application.

Bank Account Opening

AGILE-PRO-S initiates the bank account opening process with a partner bank. You select the bank from a dropdown, and after incorporation, the bank contacts the company separately to complete KYC and activate the account. This is the initial request only — the company must still visit the bank (or complete video KYC) to finalize account opening.

Filing Fees: Complete Cost Breakdown

SPICe+ filing fees depend on the company's authorized capital. Here is the complete cost structure for foreign-owned companies.

For a typical foreign-owned Private Limited Company with INR 1 lakh authorized capital and 2 directors, the total government cost is approximately INR 5,000-8,000 depending on the state. Professional fees for a CA or CS to handle the filing add INR 15,000-30,000.

Post-Filing: What Happens After You Submit

After Part B is submitted, MCA's Central Registration Centre (CRC) processes the application. The typical timeline is as follows.

Processing Timeline

Days 1-3 after submission, the CRC reviews the application. If there are deficiencies, a "Resubmission" status appears on the MCA portal with specific queries. You get one opportunity to address the queries and resubmit. If the CRC is satisfied, the application moves to the stamp duty payment stage. Days 3-5, stamp duty is collected (auto-debited or paid online depending on the state). After stamp duty payment, the CRC issues the Certificate of Incorporation.

For foreign-owned companies, processing may take 5-10 working days due to additional scrutiny of apostilled documents and foreign subscriber details. If the CRC raises queries, the resubmission window is typically 15 days.

Common Query Triggers for Foreign Companies

The most common CRC queries for foreign-owned companies include name mismatch between the DSC and passport (even minor spacing differences), incomplete or missing apostille on foreign documents, subscriber count exceeding 7 without physical MOA/AOA attachments, the MOA state clause not matching the SPICe+ state selection, AGILE-PRO-S sections left completely blank (even "not applicable" sections must be explicitly marked), and the foreign body corporate's board resolution not specifically authorizing the investment amount and director nominations.

Post-Incorporation Steps

After receiving the Certificate of Incorporation, foreign-owned companies must complete several critical steps within defined timelines.

• Within 30 days: File Form INC-22 with registered office proof (rent agreement, NOC, utility bill). See our guide on choosing a registered office address.
• Within 30 days: Open the company bank account (initiated through AGILE-PRO-S, completed with bank KYC).
• Within 30 days: Report the FDI to RBI by filing Form FC-GPR through the FIRMS portal within 30 days of share allotment.
• Within 60 days: Issue share certificates to subscribers and update the Register of Members.
• Within 180 days: Receive the initial capital remittance from the foreign investor. Shares must be allotted within 60 days of receipt, and FC-GPR filed within 30 days of allotment.

The FC-GPR filing is the most critical post-incorporation step for foreign-owned companies. It reports the foreign investment to RBI and is mandatory under FEMA regulations. Missing this filing triggers penalties and complicates future transactions.

Common Mistakes That Cause Rejection

• DSC name mismatch. The name on the DSC must match the passport exactly. "John A Smith" on the DSC but "John Adam Smith" on the passport will trigger rejection. Verify before ordering the DSC.
• Not filing Part B within 20 days of Part A. The reserved name expires, and you must reserve again. Another applicant may take the name in the meantime.
• Incorrect company type selection. Choosing "Public Limited" when you mean "Private Limited" requires a complete refiling. This field cannot be corrected in-process.
• Missing or incomplete INC-9 declarations. Every subscriber and director must sign Form INC-9. Unsigned declarations trigger automatic rejection.
• Using a service agreement instead of a rent agreement for the registered office. MCA requires a formal rent or lease agreement — not a "virtual office services" agreement.
• Forgetting AGILE-PRO-S. Even if you do not immediately need GST, EPF, or ESI, the AGILE-PRO-S sections must be explicitly filled (mark as "not applicable" where relevant). Leaving them blank freezes the entire application.
• Foreign body corporate resolution too generic. The board resolution must specifically authorize the investment in the Indian company, specify the investment amount, and nominate the directors. A generic "authorized to invest in foreign subsidiaries" resolution may be rejected.

Key Takeaways

• SPICe+ is a powerful single-window form that delivers company incorporation, PAN, TAN, GST, EPF, ESI, and bank account opening in one filing — but foreign companies face additional documentation requirements (apostille, DSC, resident director) that require 3-4 weeks of advance preparation.
• Start with DSC procurement and document apostille at least 4 weeks before your target filing date. These are the two longest lead-time items.
• Reserve the name only when you are confident Part B can be filed within 20 days. For foreign companies, the RUN route (separate name reservation) may provide more flexibility.
• Complete every section of AGILE-PRO-S, even if marking sections as "not applicable." Leaving sections blank freezes the entire application.
• File FC-GPR with RBI within 30 days of share allotment after incorporation — this is the most critical post-incorporation compliance for foreign-owned companies.