Rules 12 and 38 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 12 says an application for registration of a company is filed in SPICe+ (INC-32) with the Registrar who has jurisdiction over the proposed registered office, and adds two provisos: one for objects that need a sectoral regulator's registration, and one for Nidhi companies. Rule 38 describes the SPICe+ application itself: what it combines, the e-MoA and e-AoA, up to three directors, the fee, the resubmission periods and the certificate.
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024, with the 2022 proviso to rule 12; later notifications substitute forms only). Later amendments should be checked. To incorporate a company, see our private limited company registration service.
A company applies in SPICe+ (INC-32) to the Registrar of the proposed registered office's jurisdiction, with the fee under the Fees Rules, with e-MoA (INC-33) and e-AoA (INC-34). If the objects need sectoral regulator approval, it is obtained before pursuing them and a declaration is submitted at incorporation. A Nidhi must obtain the Central Government's declaration under section 406 before commencing business and submit a declaration at incorporation.
Rule 12: the application and its two provisos
Rule 12 provides that an application for registration of a company shall be filed with the Registrar within whose jurisdiction the registered office is proposed to be situated, in SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32), along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014.
First proviso (sectoral regulators). If pursuing any of the objects of a company requires registration or approval from sectoral regulators such as the Reserve Bank of India or the Securities and Exchange Board, that registration or approval, as the case may be, must be obtained by the proposed company before pursuing such objects, and a declaration in this behalf must be submitted at the stage of incorporation.
Further proviso (Nidhi). This proviso is not in the MCA e-book's rule 12; it was inserted by a notification dated 8 April 2022 (Companies (Incorporation) Amendment Rules, 2022, in force from publication). The copy held is a scan, and the section number prints as "section 4()6"; it reads as section 406. The proviso says: in case of a company being incorporated as a Nidhi, the declaration by the Central Government under section 406 of the Act shall be obtained by the Nidhi before commencing the business, and a declaration in this behalf shall be submitted at the stage of incorporation by the company. The same notification substituted Form INC-20A and added, at the end of the Declaration in Part B of Form INC-32, a declaration that the company shall not commence the business of Nidhi unless all the required approvals, including the declaration to be issued under section 406 of the Act, have been obtained from the Central Government. Another notification of 20 May 2022, in force from 1 June 2022, substituted Form INC-9; that is a form-only change.
Our live post on the Nidhi Rules, rule 3B on the declaration within 120 days and fit and proper criteria, covers the Nidhi side; see also our section 406 guide.
Rule 12 prints no fee amount. For the SPICe+ fee position read our Rule 12 fee article. Rule 12 and rule 38 together replace the earlier forms (INC-7 and the older INC-32 versions), which the e-book keeps only in its notes.
Rule 38: the SPICe+ application
The rule is headed "Simplified Proforma for Incorporating Company Electronically Plus (SPICe+)".
| Sub-rule | What it provides |
|---|---|
| 38(1) | The application for incorporation is in SPICe+ (INC-32) along with e-Memorandum of Association (e-MOA) in Form INC-33 and e-Articles of Association (e-AOA) in Form INC-34. Proviso: for a section 8 company, SPICe+ is filed with Form INC-13 (Memorandum) and Form INC-31 (Articles) as attachments. Further proviso: where there are more than seven subscribers, or a subscriber signs the MOA/AOA at a place outside India, the MOA/AOA are filed with SPICe+ in the formats in Tables A to J of Schedule I, without INC-33 and INC-34 |
| 38(2) | One SPICe+ filing covers allotment of a DIN for up to three directors, reservation of a name, incorporation and appointment of directors of the proposed One Person Company, private company, public company or section 8 company, filed with the Registrar of the proposed registered office's jurisdiction with a fee of rupees five hundred in addition to the registration fee under the Fees Rules. Proviso: a name already approved under rule 9 may be filled in. Further proviso: for companies incorporated from 26 January 2018 with nominal capital of less than or equal to rupees fifteen lakhs, or without share capital with not more than twenty members, the fee on INC-32 is not applicable |
| 38(3) | Particulars of a maximum of three directors, and DIN allotment for a maximum of three proposed directors without an approved DIN |
| 38(4) | The promoter proposes only one name in SPICe+ |
| 38(5) | The e-MoA (INC-33) and e-AoA (INC-34) are prepared in accordance with rule 13; subscribers and witnesses affix digital signatures |
| 38(6) | Section 4(5)(i) of the Act, rule 9 and rule 16(1)(a) (to the extent of the recent photograph) do not apply to incorporation using this rule |
| 38(7) | The company may verify its registered office under section 12(2) by filing SPICe+ with any of the documents in rule 25(2) attached |
| 38(8) | Form INC-22 is not required if the registered office is at the given correspondence address |
| 38(9) | If the Registrar finds the application defective or incomplete, he gives intimation and the applicant re-submits within fifteen days; if still defective, one more fifteen days; the total period for re-submission shall not exceed thirty days |
| 38(10) | The Registrar issues the Certificate of Incorporation in Form INC-11 |
The five hundred rupees and the fifteen lakhs and twenty members thresholds are the figures printed in rule 38(2). Check the Fees Rules for the registration fee that sits on top; see our Rule 12 fee article.
Example: Meadow Foods Private Limited, with three proposed directors and one reserved name approved under rule 9, files one SPICe+ form. It also uses its correspondence address as the registered office, so rule 38(8) means Form INC-22 is not filed. The Registrar finds a defect and gives intimation; the company resubmits within fifteen days. The Registrar finds one more defect and gives one more fifteen days. The total re-submission period cannot go beyond thirty days.
Rule 36 and the form changes
Rule 36 (the earlier integrated process for incorporation) is omitted in the e-book; rule 38 is now the SPICe+ rule. Several later notifications substitute forms alone and change no wording of rules 12 or 38.
Practical points
- Decide the registered office address and the Registrar's jurisdiction first; rule 12 ties the filing to it.
- Collect the sectoral regulator approval for regulated objects before pursuing them, and be ready to file the declaration.
- A Nidhi plan needs the section 406 declaration route in mind from the start.
- Prepare the e-MoA and e-AoA, and sign digitally, in line with rules 13 to 15.
- Collect subscriber and director particulars under rules 16 and 17.
For the Act's text on incorporation, read our section 7 guide. For SPICe+ parts and forms in practice, see SPICe+ Part A and Part B and incorporation forms under SPICe+.
Need help with SPICe+ incorporation?
A clean SPICe+ filing saves resubmission rounds. TaxClue prepares the name, e-MoA, e-AoA, declarations and director details, then files; see our private limited company registration page.
Key takeaways
- Rule 12: the application goes in SPICe+ (INC-32) to the Registrar of the proposed registered office's jurisdiction, with the fee under the Fees Rules.
- Declaration required at incorporation where objects need a sectoral regulator's approval.
- A Nidhi must obtain the Central Government's section 406 declaration before commencing business and declare this at incorporation (proviso of 8 April 2022).
- Rule 38: SPICe+ with INC-33 and INC-34, up to three directors, one name, one resubmission window of fifteen days twice, thirty days in total.
- The Certificate of Incorporation is issued in Form INC-11.
Read next
- Rules 13 to 15: signing the memorandum and articles
- Rules 16 and 17: particulars of subscribers and first directors
- SPICe+ Part A and Part B
- Section 7 of the Companies Act, 2013: incorporation
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.