May 6, 2019

One Person Company

OPC Registeration

Ideal for entrepreneur who have alone started a venture (Duration 10 to 20 days)

What is Included In Our OPC Registration Package?

  • DIN for 1 Director
  • Digital Signature For 1 Director
  • Name approval
  • MOA/AOA
  • ROC registration Fees
  • Company Pan Card

Documents Required For OPC Registration

  • Copy of PAN Card of owner
  • Passport size photograph of owner
  • Copy of Aadhaar Card/ Voter identity card
  • Copy of Rent agreement (If rented property)
  • Electricity/ Water bill (Business Place)
  • Copy of Property papers (If owned property)
  • Landlord NOC (Format will be provided)

Minimum Requirements for OPC Registration

  • One Shareholder
  • One Director
  • One Nominee
  • One Person

Eligibility for OPC Registration

Only a natural person who is a citizen of India and resident in India :

  • Is eligible to incorporate an OPC
  • Is eligible to be a nominee for the sole member of an OPC.
  • A Resident of India is a person who has stayed in India for at least 182 days in the preceding 1 year.
  • If an OPC exceeds a turnover of over Rs.2 crore or has a paid-up capital above Rs.50 lakhs, it must be turned into a private or public limited company within six months

Steps for Incorporation of OPC

Step 1. Obtain DSC and DIN :
The proposed directors must obtain a Digital Signature Certificate(DSC) from 8 authorised DSC makers.

Step 2. Reservation of name :
An application for the reservation of a suitable name must be made in Form No. INC-1.

Step 3. Entrenchment Provisions :
In case the articles of association contain provisions for entrenchment, the company must inform the Registrar of such provisions in Form No.INC-2 at the time of incorporation of the company or in case of existing companies (by amendment of the articles of association), the same must be filed in Form No.MGT-14 within 30 days from the date of entrenchment of the articles.

Step 4. Articles of Association :
Model articles of association have been provided in Tables F, G, H, I and J of Schedule I, as are applicable, and can be adopted by a company either in totality or otherwise.

Step 5. Application for incorporation of OPC :
An application must be filed, with the Registrar of Companies(ROC) within whose jurisdiction the registered office of the company is proposed to be situated, in Form No.INC-2.

Step 6. Signing of Memorandum and Articles of Association :
The MOA and AOA of the company must be signed by the sole member who is also the subscriber to the memorandum, who must give details of his name, address, description and occupation, if any, in the presence of at least one witness who must also attest the signature and must also sign and give his details.

Step 7. Affidavit of Subscriber and the director :
The affidavit must be submitted by sole member who has subscribed to the memorandum and named in the articles in Form No.INC-9.

Step 8. Particulars of Subscriber :
The sole member must file the particulars of subscription with the Registrar at the time of incorporation.

Step 9. Nomination by the sole member :
1. The subscriber to the memorandum of a One Person Company must nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.

2. The name of the person nominated shall be mentioned in the memorandum of One Person Company and such nomination in Form No INC-2 along with consent of such nominee obtained in Form No INC-3.

Step 10. Declaration by professionals
The declaration by an Advocate, a Chartered Accountant, a Cost accountant or Company Secretary in practice shall be in Form No. INC-8.

OR

Online Filing of OPC :

The Ministry of Corporate Affairs (MCA) has issued an integrated incorporation form INC-32. So now, an OPC can be incorporated online by filling the Simplified Proforma for Incorporating Company Electronically (SPICe) form in Form INC-32 (using Digital Signature Certificate of the Director)along with (eMOA) in Form INC-33 and (eAOA) in Form INC-34.

Exemptions for an OPC

  • Sign on annual returns.
  • Hold Annual General Meetings and Board Meetings.
  • Sign on Financial Statements.
  • Option to dispense with the requirement of holding an AGM.
  • Power of Tribunal to call meetings of members.
  • Calling of extraordinary general meeting.
  • Notice of meeting.
  • Statement to be annexed to notice.
  • Quorum for meetings.
  • Chairman of meetings.
  • Proxies
  • Restriction on voting rights.
  • Voting by show of hands.
  • Voting through electronic means.
  • Demand for poll.
  • Postal ballot.
  • Circulation of members’ resolution.
Concerns Related to OPC Registration
  1. Minimum authorised share capital required for One Person Company having share capital is Rs.1,00,000/-.
  2. Minimum and maximum number of members for One Person Company is one only.
  3. The subscriber to the Memorandum must make the payment for the total amount of shares subscribed by him to the company upon incorporation.
  4. It is a separate legal entity yet only one person is responsible for the workings of the company. A total contrast from what Sole Proprietorship offers.
  5. There can be only one member at a time. However, one nominee is mandatory to be appointed. This member and nominee cannot be a minor.
  6. An OPC can be limited by guarantee or limited by shares or unlimited company.
  7. An OPC limited by shares must comply with following requirements :
        7.(A) Must have a minimum [paid up share capital of INR 1 Lac.
        7.(B) Shares will not be allowed to be transferred to anyone else.
        7.(C) An OPC is prohibited from giving any invitations to public to                   subscribe for the securities of the company.
  8. No OPC can voluntarily convert into any other kind of company within two years from the date of incorporation of One Person Company, except when the threshold limit of paid up share capital, being fifty lakh rupees, is crossed or its average annual turnover during the relevant period exceeds two crore rupees.
  9. An OPC cannot convert into a company registered under OPC.
  10. An OPC is required to give a legal identity by specifying a particular name under which the activities of the company can be carried on. The words ‘One Person Company’ must be mentioned below the name of the company, wherever the name is affixed, used or engraved.
  11. An OPC is subject to the same taxes as a Private Limited Company.
  12. When an OPC limited by shares or by guarantee enters into a contract with the sole member of the company, who is also the director of the company, the terms of contract or offer must be recorded in writing or contained in a memorandum or recorded in the minutes of the Board meeting held next after entering into the contact.
  13. An OPC must Inform the Registrar about every contract entered into by the company with the sole member of the company within a period of fifteen days from the date of approval.