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: For SPICe+ Part B Section 13, self-certification by directors is not an option. The MCA portal's dropdown is the final authority — it only lists CA, CS, and Advocate. You must engage a professional. There is no legal "self-certification route" that bypasses the portal's design.
The client was incorporating a two-director private limited company in Pune. They had all their documents ready — DIN, DSC, the works. But when they hit Section 13 in SPICe+ Part B, they hit a wall.
The drop-down menu refused to accept anything except "Chartered Accountant", "Company Secretary", or "Advocate". The client argued the law should allow it. The Companies Act, they said, uses "shall" for subscribers. Their reading of Section 7(1)(b) was clear.
But the MCA portal didn't care about their statutory interpretation. It simply wouldn't let them proceed.
They approached the Chamber of Advocate Sudhir Rao after spending two weeks trying to find a workaround. The office reviewed the legal framework and the portal's backend logic. The conclusion was straightforward. You can argue the law till you're blue in the face — but the MCA's system is the gatekeeper. And it only accepts professional credentials.
Advocate Sudhir Rao's expertise in company law and MCA compliance helped the client understand that this wasn't a legal grey area. It was a procedural hard block. The solution was to engage a professional. The client did. The form was filed within 48 hours.
Key Facts of the Case
- The client was incorporating a private limited company under the Companies Act, 2013.
- They attempted to file SPICe+ Part B (Section 13 — Declaration and Certification by Professional) without a professional.
- The MCA portal only offers three designations in the dropdown: Chartered Accountant, Company Secretary, and Advocate.
- The client argued that Section 7(1)(b) of the Act suggests subscribers/directors could give the declaration themselves.
- The portal rejected all attempts to proceed without a professional designation selected.
- No legal remedy — writ or otherwise — exists to force the MCA to accept a self-certification in this field.
- The only practical solution was to engage a qualified professional (CA, CS, or Advocate).
The Direct Legal Answer
Does Section 7(1)(b) allow self-certification by subscribers?
Yes, the language of Section 7(1)(b) says the declaration shall be made by "a person named in the articles as a director, manager, or secretary of the company." Read literally, a director can self-certify.
Then why can't I submit it?
Because the MCA portal's technical architecture overrides this. The portal is designed to accept ONLY professional certifications under Section 13. There is no "director" or "subscriber" option in the dropdown.
This isn't a legal ambiguity. It's a policy choice by the MCA. They want a professional to verify the identity, address, and compliance of the subscribers. And they've enforced it through technology.
Has anyone successfully self-certified?
Not on the current SPICe+ system. There is no known instance where the MCA portal accepted a non-professional certification under this section. The system simply will not proceed.
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.
Second, don't waste time trying to "trick" the portal. There is no workaround. Just engage a professional — a Chartered Accountant or Company Secretary will charge a modest fee for this certification.
Third, this type of compliance matter is best handled by an advocate who regularly deals with corporate filings and MCA rules. A general practitioner may not know the portal's quirks or the MCA's internal guidelines. Domain experience matters here.
Finally, if you still want legal clarity, a formal legal opinion from an advocate can be obtained. But the practical answer remains the same: you need a professional.
Applicable Sections of Law
This is a civil and regulatory matter governed by the Companies Act, 2013. The key provisions are:
- Section 7(1)(b) — Declaration by subscribers/directors regarding compliance with the Act.
- Section 7(1)(c) — Requirement for a professional declaration by CA, CS, or Cost Accountant in practice.
- Rule 14 of the Companies (Incorporation) Rules, 2014 — Specifies the form and manner of the declaration under Section 7.
- SPICe+ Form Part B — The prescribed form for incorporation; its dropdown options are binding.
Jurisdiction — Where to File the Case
For incorporation matters, there is no "case" to file. The process is administrative. Registration is done through the MCA portal, which is a centralised system. If you face a dispute over the form's rejection, you can approach the Registrar of Companies (ROC) of your state. For writ remedies against the MCA's policy, you would file in the High Court of the state where your business's registered office is or will be located. Territorial jurisdiction matters because the ROC has authority over companies registered in its region.
Limitation Period
For company incorporation, there is no limitation period. You can file SPICe+ Part B at any time once your documents are in order. However, if you are appealing an ROC order rejecting your application, you typically have 30 days from the date of the order. Under the Limitation Act, 1963, appeals against administrative orders must be filed promptly. Missing this window can kill your challenge.
Interim Reliefs Available
In a writ petition challenging an ROC's action, you can seek an interim stay on the rejection order. Under Order 39 of the CPC (read with Article 226 of the Constitution), the court can direct the ROC not to take further action until the matter is heard. But in incorporation cases, interim reliefs are rare. The courts generally expect you to comply with the MCA's procedural requirements first. Filing a case just to avoid hiring a professional is not likely to succeed.
If You Are the Victim
- Identify the issue clearly — is it the portal's limitation or a genuine legal bar?
- Engage a qualified professional to certify your SPICe+ Part B.
- Keep a record of all attempts to file and any rejection messages from the portal.
- If the rejection seems arbitrary or illegal, seek a legal opinion from an advocate.
- Do not attempt to misrepresent credentials on the portal — that attracts penalties under Section 448 of the Companies Act for false statements.
Documents You Must Keep Ready
- Aadhaar card and PAN card of each director/subscriber
- DSC (Digital Signature Certificate) of all directors
- DIN (Director Identification Number) for each director
- Registered office proof (electricity bill, rent agreement, NOC from owner)
- Memorandum and Articles of Association (draft)
- Professional certification (from CA/CS/Advocate) for Section 13
- Payment receipt for the filing fee
What Evidence Is Required?
- Primary evidence: the SPICe+ Part B form itself with the rejection message or error.
- Secondary evidence: screenshots of the portal showing the dropdown options.
- Documentary evidence: the Companies Act provisions you rely on.
- Expert evidence: in a challenge, you may need an affidavit from a CA confirming that professional certification is not legally required under Section 7(1)(b) — but this is rare.
- Digital trail: emails, acknowledgment receipts, and DSC logs.
- The rule of best evidence applies: produce the original portal records.
How Courts Typically Approach Such Cases
Indian courts are generally not sympathetic to technical challenges against the MCA portal's design. They take a pragmatic view: if the MCA requires a professional certification, you comply. Courts defer to the MCA's rule-making power under the Companies Act. They will not force the ROC to accept a form that the portal rejects. The court's focus is on whether the MCA's rule is ultra vires the parent Act — not on whether the portal is inconvenient. Unless you can show that the rule itself violates a fundamental right, the court will likely uphold the MCA's procedure.
Timeline of Legal Process
- Notice & Documentation: 1-2 days to gather documents and draft forms.
- Professional Certification: 1 day (once a CA/CS/Advocate is engaged).
- Filing on MCA Portal: 1-2 hours (if all documents are error-free).
- ROC Processing: 7-15 working days (standard for e-filing).
- Certificate of Incorporation: Issued within 15-20 days of filing.
- If Rejected — Appeal to ROC: 30 days from rejection order.
- Writ Petition (High Court) — if needed: 3-6 months minimum for hearing.
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?
In this type of procedural issue, there is no "case" to settle. The dispute is between a company and the MCA's portal design. However, if a legal challenge is filed, parties can explore mediation under Section 89 CPC. The MCA is unlikely to settle — they will defend their portal's design. But at the administrative level, you can approach the ROC informally to clarify the requirement. Many times, a simple conversation with the ROC's office resolves the ambiguity without litigation. Settlement is advisable only if you are facing a genuine interpretation dispute rather than a simple compliance requirement.
Common Mistakes People Make
- Believing that a literal reading of the Act overrides the portal's mandatory fields.
- Trying to self-certify by selecting a professional designation falsely — this is a criminal offence under Section 448.
- Engaging an advocate who does not regularly handle company law and MCA filings. Domain-specific experience matters: a corporate lawyer knows the portal's quirks, the ROC's expectations, and the silent rules that don't appear in the Act.
- Delaying the process while arguing with the ROC instead of simply hiring a professional for the certification.
- Failing to keep screenshots and records of portal errors for potential legal challenges.
- Posting about the issue on social media or forums before consulting a lawyer — this can complicate matters if legal action later becomes necessary.
FAQs People Normally Have
Can I use a lawyer friend's credentials without engaging them formally?
No. The professional must actually certify the form. Using someone's credentials without their involvement is fraud and attracts penalties under Section 448.
What if I sue the MCA for violating Section 7(1)(b)?
You can file a writ petition. But courts are unlikely to override the MCA's procedural design unless the rule is demonstrably ultra vires the Act. It's an uphill battle.
Does this requirement apply to all company types?
Yes. SPICe+ Part B is the standard incorporation form for all private and public limited companies. One Person Companies have a different form but similar professional requirements.
How much does a CA charge for this certification?
Fees vary by city and firm. In Pune, expect Rs. 1,000 to Rs. 5,000 for a simple certification. It's modest compared to the cost of a legal challenge.
Is there any exception for small companies?
No. Section 7 of the Companies Act applies uniformly. The MCA has not carved out exceptions for small companies in this specific certification requirement.
This article is general legal information, not legal advice. Consult a qualified advocate about your specific situation.
Advocate Sudhir Rao, Supreme Court of India