One Person Company Registration2023-03-24T12:50:02+05:30

One Person Company Registration

One Person Company (OPC) is a company that can be formed by a sole member. It allows single founders to enjoy the status of a company and have full control over the company while limiting his/her liability to contributions to the business.

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    One Person Company Registration

    The constitution of a One Person Company (OPC) was recently introduced as a strong improvement over sole proprietorship. The sole person shall be the only shareholder in the Company. The Companies Act, 2013 provides for a new type of entity in the form of One Person Company (OPC), the introduction of OPC in the legal system is a move that would encourage corporatization of micro-businesses and entrepreneurship. Its compliance is lesser than that of a Private Limited Company

    However, only a natural person who is citizen of India shall be eligible to act as a member and nominee of an OPC, and such member and nominee cannot open or be a part of any second or subsequent OPC.

    Before the enforcement of the Companies Act, 2013, a single person could not establish a company. If an individual wanted to establish his business, he/she could opt only for a sole proprietorship as there had to be a minimum of two directors and two members to establish a company. But, now the concept of One Person Company would provide tremendous opportunities for small businessmen and traders, including those working in areas like handloom, handicrafts, and pottery. Earlier they were working as artisans and weavers on their own, so they did not have a legal entity of a company. But now an OPC form of organization would help them do business as an enterprise and give them an opportunity to start their own ventures with a formal business structure.

    Features of One Person Company Registration

    • Only natural person to be a member of OPC

    In OPC, only natural person can be a member, director or nominee. It means that unlike private limited company, OPC cannot have Company as a shareholder or investor. An NRI can also become member and nominee in OPC w.e.f. 01.04.2021

    • One Member One OPC

    A natural person shall not be member of more than a one OPC and no person shall be allowed to be a nominee of more than one OPC at any point of time. This is to safeguard the intention behind this concept for small entrepreneur.

    • Naming of One Person Company (OPC)

    The words “OPC” shall be mentioned in brackets and shall be added to suffix Private Limited along with the name of such company, wherever its name is printed, affixed or engraved. For E.g., ABCD Services (OPC) Private Limited.

    • No Limitation of Turnover and Paid-up capital for Conversion

    Earlier there was a threshold limit of paid-up capital (Rs. 50 lakh) and Turnover (Rs. 2 crore) beyond which OPC’s were required to compulsory convert into Private Limited Company. But w.e.f. 01.04.2021, such limitation has been removed and now OPC can continue to run business without any restriction of compulsory conversion.

    • Conversion of One Person Company (OPC) into other form of Company

    A One Person company (OPC) can be converted into a Private or Public Company, after increasing the minimum number of members and directors. However, OPC cannot be converted into Section 8 Company.

    • Prohibition to carry out Non-Banking Financial Investment activities

    A One Person company (OPC) cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates.

    Advantages Of One Person Company Registration

    • Ideal for Solo Entrepreneurs

      OPC is a big improvement over the sole proprietorship firm as it is a registered form of business, has perpetual succession and limited liability. Therefore, OPC is meant for solo entrepreneurs

    • Separate legal entity

      OPC being a registered company, is known as a separate artificial person in the eyes of law and the liability of member/shareholder is limited to the unpaid amount of share capital. It means that if a company faces loss under any circumstances, then its of member/shareholder is not liable to sell his own assets for payment. Thus, the personal, individual assets of the shareholder are not at risk.

    • Less Compliance burden

      There are several exemptions and benefits provided to One Person Company in respect of Compliances. Few of the exemptions are enlisted below:

      • OPC is not required to hold annual general meeting and prepare a report thereof
      • OPC may hold only 2 board meetings in a calendar year, i.e. one Board Meeting in each half of the calendar year with a minimum gap of 90 days between the two meetings.
      • Financial statement and Board’s report can be signed only by one director.
      • The financial statement of One Person Company (OPC) may not include the cash flow statement
      • The annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company. In other words, it need not be signed by a company secretary in practice.
      • It is not required to appoint Independent directors on its Board.
      • If there is only one Director on the Board of OPC than SS-1 is not applicable on it. SS-2 is also not applicable on OPC.

    • Easy to register, manage & run

      One Person Company is registered just like Private Limited Companies i.e., completely online with less paperwork. The process of registration can be completed within 7-12 working days. Also, it gives the individual entrepreneurs the privilege of limited liability and perpetual succession.

    • No minimum capital required

      There is no minimum requirement of capital for one person company. Therefore, a company can be formed even with minimum capital (Ex. Rs. 1000)

    • Appointment of Nominee

      In One person Company, the sole member needs to appoint someone as nominee member, who will take over the ownership and management of OPC in case of inability or death of sole member. This unique feature is available only in OPC’s unlike sole proprietorship firm, which gives sole member the power to appoint any person as nominee with his consent, which shall avoid any dispute with regard to ownership after sole member’s death or inability.

    Minimum Requirements of One Person Company Registration

    • Minimum 1 Directors/Shareholders

    • Minimum capital of 1 Rupees

    • Nominee for OPC

    • DIN & DSC’s for Director/Shareholder

    What Is Included In Our One Person Company Registration package?

    • Company name search and approval

    • Digital Signature Certificate (DSC) for 1 Director/Shareholder

    • Director Identification Number (DIN) for 1 Directors

    • Certificate of Incorporation/Registration

    • Company PAN and TAN

    • Memorandum of Association (MOA) and Articles of Association (AOA)

    • Supporting Document for opening Bank Account

    • Employees State Insurance Corporation Registration (ESIC) and Employees Provident Fund Registration (EPFO)

    • Professional Tax Registration (For Companies registered in the state of Maharashtra and Karnataka only)

    • Company Master File Kit

    One Person Company Registration Process

    • Application for Name Approval

      Applicant has to provide 2 different names and main objects for the proposed company which shall be submitted to MCA for approval, out of which one name will be approved. Names should ideally be unique and suggestive of company business and should include the word “(OPC) Private Limited” as the suffix.

    • Application for Digital Signature Certificate (DSC)

      Once the name is applied, we shall apply Digital Signature Certificate (DSC) of shareholder/directors for digitally signing the forms. If the director/shareholder already has DSC, then this step can be skipped.

    • Final Submission of SPICE+ forms along with MOA and AOA

      After the name is approved and DSC is generated, we need to prepare and submit incorporation application in SPICE+ forms along with Memorandum of Association (MOA), Articles of Association (AOA), and AGILE form for final approval

    • Get incorporation certificate, PAN, and TAN

      It typically takes 3-5 days after final submission to get the incorporation certificate. Incorporation certification is a proof that the company has been registered. PAN, TAN, ESIC, EPFO, Professional Tax registration certificate will also be received simultaneously.

    • Opening of Bank Account

      You can submit the Incorporation certificate, MOA, AOA, PAN, TAN, and other required documents to the bank to open your current account and start the business operations

    Documents Required in One Person Company Registration process

    • List of documents to be submitted by the Director/Shareholder –

      Following are the documents that are required to be submitted by all the proposed directors and shareholders of the company. All documents submitted should be valid and readable.

      • Scanned copy of PAN Card or Passport (Foreign Nationals & NRIs)
      • Scanned copy of Aadhaar Card/Voters ID/Passport/Driving License
      • Scanned copy of the Latest Bank Statement/Telephone Bill/Post-paid Mobile Bill/Electricity Bill (The address proof shall be recent and not older than 2 months)
      • Scanned passport-sized photograph

      In the case of foreign nationals or NRI Directors and Shareholders, the documents list can be checked here.
      Document Checklist for Foreign Nationals or NRI Director and Shareholders

    • List of documents to be submitted by Nominee –

      Following are the documents that are required to be submitted by all the proposed directors and shareholders of the company. All documents submitted should be valid and readable.

      • Scanned copy of PAN Card or Passport (Foreign Nationals & NRIs)
      • Scanned copy of Aadhaar Card/Voters ID/Passport/Driving License
      • Scanned copy of Latest Bank Statement/Telephone Bill/Post-paid Mobile Bill/Electricity Bill (The address proof shall be recent and not older than 2 months)

    • Registered Office Proof

      One Person Company should have a registered office place in India. The office address can be residential or commercial premises. The address proof shall be recent and not older than 2 months. Following are the list of documents to be submitted as Registered Office Address proof –

      • Scanned copy of utility bill such as Electricity bill/Mobile Post-paid bill/Landline Post-paid bill/Gas bill/Water bill
      • Scanned copy of No-objection Certificate from the property owner or whose name appears on such utility bill

    FAQ

    Can I change the nominee of my One Person Company (OPC) after incorporation?2021-08-31T10:49:01+05:30

    Yes, you can change the nominee of OPC anytime after incorporation by filing form E-form INC-4 and following the respective procedure as per law.

    Can a salaried person or a person in employment become director of a One Person Company (OPC)?2021-08-31T10:46:44+05:30

    Yes, a salaried person or person in employment can become director of a private limited, LLP, or OPC. However, one needs to check the employment agreement if that allows for such provisions. In a lot of cases, the employers are quite comfortable with the fact that their employee is a director in another company. However, if there’s a restriction in becoming a director of a company, one can hold shares in a company and become a shareholder alternatively.

    Can I have more than 1 Director in One Person Company (OPC)?2021-08-31T10:44:06+05:30

    Yes, you can have more than 1 director and up to 15 directors in One Person Company (OPC)

    Can I have more than 1 member/shareholder in One Person Company (OPC)?2021-08-31T10:42:48+05:30

    No, as the name suggest you can have only one member/shareholder in One Person Company (OPC).

     

    I am already a nominee of an OPC can I incorporate another OPC and be a shareholder/member?2022-06-07T15:30:18+05:30

    No, a person can incorporate and be a nominee in one OPC only. If a person wants to start another venture he can incorporate a private limited company, LLP or other form of organisation.

    Is it required to have a company’s books audited?2021-08-30T20:57:27+05:30

    Yes, a private limited company should get its book audited and file the same with the Registrar of Companies (ROC) every year

    Can I do One Person Company (OPC) registration myself?2021-08-30T20:31:33+05:30

    No, you have to take help from a Professional CS/CA/CMA/Advocate/Consulting Firm for registration of the company as it will require certification from these professional.

    What are the Authorised capital and paid-up capital of the One Person Company (OPC)?2021-08-30T20:27:47+05:30

    The authorised capital is the maximum limit of capital that a company may raise through the issue of shares to the shareholders. On the other hand, paid-up capital is the amount that is actually paid and subscribed by the shareholders of the company. The Paid-up capital of a company cannot exceed authorise capital of a company. Stamp duty is paid on the authorised capital of a company.

    Is GST mandatory for One Person Company (OPC)?2021-08-30T20:25:12+05:30

    GST registration is required for those businesses whose aggregate turnover crosses the prescribed limit or such business that does the inter-state supply of goods/services. So, every company has to check whether it supplies goods to different states or qualifies for the prescribed turnover limit or any other conditions as specified under GST Laws.

    Is there any renewal process or charge for a One Person Company (OPC)?2021-08-30T20:16:54+05:30

    No, there is no renewal of a one person company, once it’s registered it will be valid for a lifetime. However, you have to do mandatory compliance every year.

    Can I change the registered office address of the One Person Company (OPC) later on?2021-08-30T20:15:17+05:30

    Yes, you can change the registered office address of the company after the company is registered, by following the prescribed procedure as per law.

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