eAOA – Form INC-34 – SPICe AOA
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, articles of association 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’.
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.
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.