eAOA - Form INC-34 - SPICe AOA

Form INC-34 or SPICe AOA is an eAOA or electronic Articles of Association that is newly introduced by the MCA to simplify

company registration in India. Articles of Association of a Company is subordinate to the Memorandum of Association of Company which lays down the rules and regulations for the company's internal management. The AOA provides for powers to the Company for tis management by the Board and authority of the members to regulate the conduct of the company. Hence, 1 are regulations of the company binding on the company and on its shareholders. In this article, we mainly look at the new SPICe AOA or the eAOA.

Procedure for Preparing SPICe AOA

SPICe AOA can be prepared in both Hindi and English. Care must be taken while preparing SPICe AOA to ensure its as per the Companies Act, 2013. To start,

download Form INC-34.

AOA - Applicable Table

Prior to preparing SPICe AOA. Based on the type of company to be incorporated, the appropriate Table as per Schedule I of the Companies Act, 2013 must be selected. The following is the Table as per Schedule I and the relevant Company:

TABLE - F: ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES
TABLE – G: ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL
TABLE - H: ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL
TABLE – I: ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING A SHARE CAPITAL
TABLE - J: ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT HAVING SHARE CAPITAL

Name of the Company

The name of the company must be entered into the place provided. If the name of the company has already been approved, then the SRN number for name approval can be entered to complete the relevant details.

(Know about the Company Naming Guidelines)

Editing SPICe AOA

Based on the table that is selected by the applicant, the Articles of Association as per the relevant table would be displayed in the section under the Company's name. To hide any article, click on 1st check box ‘Not applicable’ against the respective article. To entrench the article, click on 2nd check box ‘Altered’ against the respective article. Director name(s) should be entered mandatorily under “Board of directors”. Mention different appointments as a sub-article E.g. (a) – Managing Director, (b) – Director Names etc. Articles in addition to the standard table shall be mentioned in last blank box ‘Others’.

Subscriber Sheet

In the Subscriber area, the details of subscribers must be mentioned. Details of the subscribers should match with

SPICe or Form INC-32. Hence, its important to enter same DIN or PAN or Passport number as mentioned in the INC-32 for individual subscriber and/or authorized representative of body corporate subscriber. Maximum details of shareholders allowed through form SPICe is seven. In case of more shareholders are required, then the normal incorporation process must be followed.

Witness Signature

SPICe AOA can be witnessed by anyone using a

Class 2 digital signature. There is no requirement for the witness to be a Professional (although recommended). Witness must have a valid PAN or DIN or Passport number.

Read the Guide to Spice Aoa Form Inc 34 Guide

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Frequently Asked Questions

Common questions about SPICe AOA Form INC.

SPICe AOA or eAOA stands for electronic Articles of Association, which is a new form (INC-34) introduced by the Ministry of Corporate Affairs (MCA) to simplify the company registration process in India. It is a digital version of the Articles of Association, which outlines the rules and regulations for a company's internal management.

SPICe AOA is crucial because the Articles of Association is a legally binding document that governs the internal affairs of a company. It provides the framework for the company's management, defines the powers of the Board of Directors, and regulates the conduct of the company concerning its shareholders.

To prepare the SPICe AOA, you need to download Form INC-34 and select the appropriate table from Schedule I of the Companies Act, 2013, based on the type of company you are incorporating. You can then edit the articles, enter the company name, director names, and subscriber details as per the guidelines provided in the article.

Yes, the SPICe AOA can be prepared in both Hindi and English languages, as mentioned in the article.

The SPICe AOA form allows a maximum of seven subscribers to be added. If you need to add more shareholders, you must follow the regular incorporation process.

The SPICe AOA can be witnessed by anyone using a Class 2 digital signature. While it is not mandatory for the witness to be a professional, it is recommended for better compliance.

The details of the subscribers mentioned in the SPICe AOA, such as DIN, PAN, or Passport number for individuals and authorized representatives of body corporate subscribers, should match with the details provided in the SPICe or Form INC-32.

Yes, you can modify the standard articles in the SPICe AOA by selecting the "Not applicable" or "Altered" checkboxes against the respective articles. You can also add additional articles in the "Others" section.

Selecting the appropriate table from Schedule I of the Companies Act, 2013, ensures that the articles of association are tailored to the specific type of company you are incorporating, such as a company limited by shares, a company limited by guarantee, or an unlimited company.

Yes, it is crucial to follow the guidelines provided in the article while preparing the SPICe AOA to ensure compliance with the Companies Act, 2013, and to avoid any legal issues or complications during the company registration process.