One of my clients recently had a case which I am explaining below and if you are stuck in such similar situation, here is what to do.
Note: Due to attorney-client privilege, I cannot disclose complete case details or identify the actual parties involved. However, I am sharing the essential facts and legal approach so that if you find yourself in a similar situation, you can understand the available solutions and legal remedies.
TL;DR: No, there is no way around the advocate's signature requirement on the SPICe+ Part B form for company incorporation under the Companies Act, 2013. You must have a practising Chartered Accountant, Company Secretary, Cost Accountant, or Advocate certify the application. Attempting to bypass this requirement will result in rejection by the Registrar of Companies (RoC).
Meet Mr. Arjun Mehta, a young entrepreneur from Indore. He had spent weeks meticulously filling out the SPICe+ Part B form for his new venture, "Mehta Agro Solutions Private Limited." Using AI tools and advice from experienced business friends, he thought he had everything covered. But right at the end, the portal demanded an advocate's signature. He couldn't figure out a workaround. He tried submitting anyway — the system rejected it instantly. Frustrated and running out of time, he approached the office of Advocate Sudhir Rao.
Advocate Sudhir Rao and his office quickly reviewed the situation. The requirement wasn't optional — it's a mandatory certification under the Companies (Incorporation) Rules, 2014. The specialised knowledge of incorporation procedures was critical here. A general practitioner might have missed specific compliance nuances. But with focused domain experience, the office advised Mr. Mehta on finding a qualified professional, got the certification done correctly, and the company was incorporated within three days. The key was understanding exactly what the certifying professional needed to verify — and ensuring all documents met the standards before submission.
Key Facts of the Case
- Mr. Arjun Mehta attempted self-filing of SPICe+ Part B without a professional certification.
- The MCA portal system rejected the application automatically for lack of mandatory certification.
- Under the Companies (Incorporation) Rules, 2014, every SPICe+ application must be certified by a practising CA, CS, CMA, or Advocate.
- The certification confirms the accuracy of declarations under Section 7(1)(c) of the Companies Act, 2013.
- No exception exists for self-filing by directors or shareholders — even if you are the only director, you need an external certifier.
- A qualified professional certified the documents, and the company was registered within 72 hours of resubmission.
The Direct Legal Answer
Is there any way around the advocate's signature requirement on SPICe+ Part B?
No. There is absolutely no legal way around this requirement. The Ministry of Corporate Affairs (MCA) has designed the SPICe+ (Simplified Proforma for Incorporating Company Electronically) system to reject any application that lacks certification from a prescribed professional. The professionals authorised are practising Chartered Accountants, Company Secretaries, Cost and Management Accountants, or Advocates. Each of these must hold a valid Certificate of Practice from their respective professional bodies.
Can a director or shareholder self-certify their own application?
No. The certification must come from an independent practising professional. Self-certification by a director, even if that director holds a law degree or is a qualified CA who is not in practice, does not satisfy the requirement. The Companies Act specifically requires a "practising" professional — meaning someone who is registered with the Institute of Chartered Accountants of India (ICAI), Institute of Company Secretaries of India (ICSI), Institute of Cost Accountants of India (ICMAI), or a State Bar Council as a practising advocate.
What does the certifying professional actually check?
The professional verifies that all declarations in the SPICe+ form are true and correct. This includes confirming that the company name is available and not undesirable, the registered office address is valid, the subscribers and directors have valid DIN and PAN, and that no prohibited names or objects are being used. They also confirm that the Memorandum and Articles of Association comply with the Companies Act.
Advice in Such Cases
Consult with Lawyer: The very basic and important step to start is talk to Lawyer / advocate. You should not hesitate in paying his consultation fee i.e. might be in range of Rs. 10,000 to 50,000 depends case to case. He is helping you in this situation to come out. He is expert in the domain and can help you explain the procedure which you might have never explored. A good lawyer can get the issues resolved much faster than you think.
Here's a practical tip: before you start filling the SPICe+ form, identify your certifying professional. Have that person review your draft documents first — you'll save hours of rework. Also, don't rely solely on AI tools for compliance. They can give you general guidance but miss jurisdiction-specific requirements. Incorporation matters involve nuanced procedural rules that a general practitioner may not be fully familiar with. Engaging an advocate or firm that regularly handles company incorporations typically leads to faster approvals and fewer rejection notices.
Applicable Sections of Law
- Section 7(1)(c) of the Companies Act, 2013: Mandates that the incorporation documents must be filed in the prescribed form and verified by a person named in the articles as a director, manager, or secretary — or by a practising professional.
- Rule 13 of the Companies (Incorporation) Rules, 2014: Specifies that SPICe+ Form (INC-32) along with Part B must be certified by a CA, CS, CMA, or Advocate in practice.
- Section 447 of the Companies Act, 2013: Provides for punishment for fraud, including submitting false declarations in incorporation documents.
- Section 448 of the Companies Act, 2013: Makes any false statement in any return, report, certificate, or other document under the Act punishable.
Punishment and Penalties
While the SPICe+ rejection itself won't attract penalties, attempting to bypass the certification requirement by making a false declaration can lead to serious consequences. Under Section 447 of the Companies Act, 2013, fraud in relation to incorporation can attract imprisonment of up to 10 years and a fine starting at the amount involved in the fraud (where fraud involves public interest). For non-fraudulent false statements, Section 448 provides for imprisonment up to 2 years and fine up to ₹5 lakh. The offence is cognizable where fraud is involved, and non-bailable in such cases. It is non-compoundable.
Jurisdiction — Where to File the Case
For incorporation matters, the jurisdiction is straightforward — you file the SPICe+ form electronically with the Registrar of Companies (RoC) of the state where your registered office is located. For example, if your office is in Indore, you file with the RoC, Madhya Pradesh. If your application is wrongfully rejected or you face issues with the RoC, you approach the National Company Law Tribunal (NCLT) — specifically the bench having territorial jurisdiction over the RoC's state. For criminal matters regarding fraudulent incorporation, the jurisdictional police station is the one where the registered office is situated, and the magistrate's court having territorial jurisdiction will hear the case.
If You Are the Victim
- If someone has fraudulently incorporated a company in your name without your knowledge, file a complaint immediately with the RoC and the police.
- Approach the NCLT for rectification of the register of members or for striking off the fraudulent company.
- File an FIR under Section 318(3) BNS (cheating by personation) read with Section 447 of the Companies Act.
- Gather evidence — your digital signatures (DSC) should never be shared; check if they were misused.
- Engage a lawyer with corporate fraud experience to coordinate the criminal complaint and the company law petition simultaneously.
Documents You Must Keep Ready
- Digital Signature Certificate (DSC) of all proposed directors and subscribers
- Director Identification Number (DIN) of all directors
- PAN card and Aadhaar card of all directors and subscribers
- Proof of registered office address (utility bill or rent agreement with NOC from owner)
- Memorandum of Association (MOA) and Articles of Association (AOA) in proper format
- Consent of Directors (DIR-2) and Declaration by Subscribers (INC-9)
- Identity proof (passport, voter ID) for foreign directors or shareholders
What Evidence Is Required?
- SPICe+ application acknowledgment number as proof of filing
- Certification letter from the practising professional who signed the form
- Email correspondence from MCA regarding any rejection or deficiency
- Digital signature certificate logs to establish who signed the documents
- Bank statement showing payment of filing fees and stamp duty
- If fraud is alleged — forensic analysis of DSC usage and IP logs
- Primary evidence includes original certified copies of the incorporation documents; secondary evidence includes printouts of the MCA portal screenshots
How Courts Typically Approach Such Cases
Courts treat incorporation compliance strictly — they do not excuse procedural shortcuts. In cases of wrongful rejection by RoC, courts tend to lean in favour of the applicant if all substantive requirements are met. However, if there is any procedural irregularity — like an unauthorised person certifying the form — the court will uphold the rejection. The judiciary emphasises that the certification requirement exists to prevent fraud and ensure corporate governance integrity from day one. You cannot argue substantial compliance; the rules demand exact compliance.
Timeline of Legal Process
- Filing SPICe+ Part A (Name Reservation): 1-2 days (approval usually within 24 hours)
- Filing SPICe+ Part B (Incorporation): 3-5 days if documents are in order and certification is proper
- Processing by RoC: Typically 5-7 working days for certificate of incorporation
- If application is rejected: You must refile, which adds 2-3 weeks
- Appeal to NCLT (if RoC refuses wrongly): 3-6 months for hearing and order
- Criminal prosecution for fraud: 6 months to 2 years for trial in magistrate court
Understanding the Costs
The total cost of a matter like this varies significantly from one case to the next — it depends on the complexity of the dispute, the forum involved, the number of hearings, and the specific facts of your situation. There is no single fixed figure that applies to everyone.
A professional advocate can give you an accurate estimate only after reviewing all your facts and documents in a consultation.
Can the Matter Be Settled Out of Court?
If the issue is a simple procedural rejection (like an incomplete form or missing signature), you don't need court intervention — just correct and refile. If your application was wrongfully rejected by the RoC, you can approach the Regional Director (RD) for settlement before going to NCLT. For fraud-related matters, criminal compounding is generally not available under the Companies Act because fraud offences are non-compoundable. However, civil aspects — like rectification of company records — can be settled through consent orders before the NCLT. Mediation is rarely used in incorporation disputes; the process is better suited to commercial contract disputes.
Common Mistakes People Make
- Attempting to bypass the mandatory certification: People try to use self-certification or find informal "workarounds" — every such attempt ends in rejection and delays.
- Engaging a lawyer without domain experience: A criminal lawyer or property litigation specialist may not know corporate incorporation procedures. The procedural and evidentiary nuances of company law filings are missed by general practitioners, leading to repeated rejections and wasted fees.
- Using AI/online tools uncritically: AI can help draft documents, but it cannot verify compliance with the Companies Act or handle jurisdiction-specific stamp duty calculations.
- Sharing digital signatures (DSC) carelessly: Your DSC is your legal identity. Sharing it with unverified third parties can lead to fraudulent company incorporations in your name.
- Not verifying the certifying professional's Certificate of Practice: If the person signing your form has a suspended or invalid practice certificate, your incorporation could be rejected months later.
- Ignoring name availability guidelines: Many applications are rejected for using prohibited or undesirably similar names — check the MCA name guidelines before filing.
FAQs People Normally Have
Can I use a practising CA who is my relative to certify my form?
Yes. There is no prohibition on certifying a relative's application, as long as the CA holds a valid Certificate of Practice and certifies the documents independently and truthfully. However, if the CA is also a subscriber or director in the same company, they cannot certify their own appointment.
What if the advocate I approach asks for money to sign but doesn't check anything?
This is risky. The certifying professional is legally responsible for the accuracy of the declaration. Under Section 447 of the Companies Act, if the professional signs without verification and any false statement is later discovered, they face fraud charges. Always ensure your professional actually reviews the documents.
Can I file SPICe+ without any professional if my company has only one director and one shareholder?
No. The requirement applies regardless of company structure. Even a one-person company (OPC) with a single director-subscriber needs certification from an independent practising professional.
Is there any company type where this requirement is waived?
No. Every company incorporated under the Companies Act, 2013 — whether private, public, OPC, section 8 (non-profit), or small company — must have the SPICe+ form certified by a prescribed professional.
What happens if I submit an uncertified form and the system still accepts it?
This does not happen — the MCA portal has built-in validations that reject uncertified forms automatically. If somehow it slips through (rare system glitch), the RoC will later issue a show-cause notice and the incorporation may be cancelled.
This article is general legal information, not legal advice. Consult a qualified advocate about your specific situation.
Advocate Sudhir Rao, Supreme Court of India