One Person Company (OPC) Registration
An One Person Company (OPC) is a unique form of business structure in India that allows a single individual to operate a corporate entity with limited liability. This concept was introduced by the Companies Act, 2013, to provide a formal legal structure for solo entrepreneurs. Here’s an overview of the key features and requirements of an OPC in India
Documents required for “OPC” Company Registration
- Photo
- PAN
- Aadhar
- Address Proof*
- Proof of Identity*
# Proof Of The Company’s Registered Office Address
- Latest electricity OR any other utility bill in the name of the owner
- Rent agreement b/w owner & company promoter
- NOC from Owner (if owner is the company’s promoter)
*For Address Proof: Bank Statement, Electricity Bill, Telephone Bill, Mobile Bill. (Anyone, not older than 2 months).
*For Proof of Identity: Driving License, Voter ID card, Passport (Anyone).
Package
- Company Name Approval
- Certificate of Incorporation
- Current Bank Account*
- eMOA & eAOA
- 1 DIN, PAN & TAN EPF Registration
- (1 Indian Directors, 1 Shareholders and Authorised Capital of Rs. 1,00,000)
- Company Name Approval
- Certificate of Incorporation
- Current Bank Account*
- eMOA & eAOA
- DIN, PAN, TAN, EPF Registration/ESI Registration
- GST Registration
- (1 Indian Directors, 1 Shareholders and Authorised Capital of Rs. 1,00,000)
- Company Name Approval
- Certificate of Incorporation
- Current Bank Account*
- eMOA & eAOA
- DIN, PAN, TAN
- EPF Registration/ESI Registration
- GST Registration
- GST Compliance Services for one financial year validity
- (1 Indian Directors, 1 Shareholders and Authorised Capital of Rs. 1,00,000)
Overview of Indian One Person Company (OPC) Registration
An One Person Company (OPC) is a unique form of business structure in India that allows a single individual to operate a corporate entity with limited liability. This concept was introduced by the Companies Act, 2013, to provide a formal legal structure for solo entrepreneurs. Here’s an overview of the key features and requirements of an OPC in India:
1. Single Member
An OPC can be formed with just one natural person as its member/shareholder. The sole member holds 100% of the shares, and there can be no other individual as a member.
3. Limited Liability
Like other corporate structures, an OPC provides limited liability to its members. The personal assets of the member are separate from the company’s liabilities, and the member’s liability is limited to the amount invested in the company
5. Name of the Company
The name of an OPC must end with the term “One Person Company” to clearly indicate its structure.
7. Conversion
An OPC can be converted into a private limited company once it meets certain criteria, such as crossing a specified turnover or reaching a certain number of years since its incorporation
9. Taxation
An OPC must convert into a private limited company if its paid-up capital exceeds Rs. 50 lakhs or if its average annual turnover exceeds Rs. 2 crores during the relevant financial years
11. No Minor as Member/Nominee
A minor cannot be a member or nominee of an OPC
2. Directorship
The sole member of an OPC is also the sole director, and there can be up to 15 directors in total. However, the Companies Act requires the appointment of a nominee director who will take charge in case the sole director is incapacitated
4. Nominee Director
Every OPC must nominate a person as a nominee director in the event of the sole member’s death or incapacity. The nominee director will take over the management of the company
6. Capital Requirements
There is no minimum capital requirement for forming an OPC in India. The capital can be decided by the sole member, and the company can be started with nominal capital
8. Annual Compliance
OPCs are required to comply with annual filing requirements, including filing financial statements, annual returns, and other necessary documents with the Registrar of Companies (RoC).
10. Conversion to Private Limited Company
An OPC must convert into a private limited company if its paid-up capital exceeds Rs. 50 lakhs or if its average annual turnover exceeds Rs. 2 crores during the relevant financial years.
Setting up an OPC in India involves obtaining Digital Signature Certificates (DSC), Director Identification Numbers (DIN), and filing the necessary documents with the Ministry of Corporate Affairs (MCA). It’s recommended to consult with a professional or legal advisor for proper guidance and compliance with all legal requirements.
How do I Register One Person Company (OPC Registration)?
Registering a One Person Company (OPC) in India involves several steps, and it is essential to follow the guidelines laid out by the Ministry of Corporate Affairs (MCA). Here is a step-by-step guide on how to register an OPC:
Step 1: Obtain Digital Signature Certificate (DSC) and Director Identification Number (DIN)
- Digital Signature Certificate (DSC): The first step is to obtain a Digital Signature Certificate for the proposed director/member of the OPC. The DSC is required for digitally signing documents during the registration process.
Step 2: Name Reservation
- Choose a Unique Name: Choose a unique name for the OPC. Ensure that the name complies with the naming guidelines provided by the MCA.
- File for Name Reservation: Apply for name reservation through the RUN (Reserve Unique Name) service on the MCA portal. Once the name is approved, it will be reserved for 20 days.
Step 3: Drafting Memorandum and Articles of Association (MOA and AOA)
- Draft MOA and AOA: Draft the Memorandum of Association (MOA) and Articles of Association (AOA) outlining the company’s objectives, rules, and regulations.
Step 4: Filing for OPC Registration
- File SPICe (INC-32) Form: File the integrated incorporation form SPICe (Simplified Proforma for Incorporating Company Electronically) with the MCA. This form includes details such as the company’s registered office, director details, and the subscriber details.
- e-MoA (INC-33) and e-AoA (INC-34): Attach the electronic versions of the MOA and AOA, known as e-MoA and e-AoA, respectively, along with the SPICe form.
- Nomination of Nominee Director: Nominate a person as a nominee director, as required by law. The nominee director would take over in case the sole director/member is incapacitated.
- Payment of Fees: Pay the prescribed fees for company registration. The fee amount depends on the authorized capital of the company.
Step 5: Verification and Approval
- Verification by MCA: The MCA will verify the documents submitted. If everything is in order, the Registrar of Companies (RoC) will issue the Certificate of Incorporation.
- Certificate of Incorporation (COI): Once the RoC is satisfied with the documents, the COI will be issued. This document marks the legal existence of the OPC.
Step 6: Post-Incorporation Compliance
- PAN and TAN Application: Apply for the company’s Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).
- Bank Account Opening: Open a bank account in the name of the OPC using the COI, PAN, and other required documents.
- Annual Compliance: Fulfill annual compliance requirements, including filing financial statements, annual returns, and other necessary documents with the RoC.
Difference between One Person Company and Sole Proprietorship?
Sole Proprietorship Registration
- Sole Proprietorship is not a separate legal entity.
- In a sole proprietorship, the owner is personally liable for all the debts and obligations of the business.
- Business and the owner are the same. Therefore, compliances are less as compared to OPC.
- A sole proprietorship can only raise funds from personal savings or loans
- In a sole proprietorship, income tax may
- range from 10-30% on business profit.
- In a sole proprietorship, the business ceases to exist upon the death or incapacitation of the owner.
One Person Company Registration
- OPC is recognized as a distinct legal entity in the eyes of the law, and it has its own PAN, TAN, and other legal registrations
- In an OPC, the liability of the owner is limited to the extent of their shareholding in the company.
- OPCs are subject to more compliance requirements than sole proprietorships. This includes the appointment of an auditor, filing annual returns, and holding regular board meetings.
- An OPC has the ability to raise funds from external sources such as venture capital firms, angel investors, financial institutions, and others. This allows the company to advance and potentially evolve into a private limited company.
- In an OPC, income tax flat rate is 25% on
- business profit.
- In an OPC, the existence of the company is not affected by the death or incapacity of the owner. Ownership will automatically transfer to Nominee
Frequently Asked Questions
1. What is a One Person Company (OPC)?
A One Person Company (OPC) is a type of private limited company in India that can be incorporated by a single individual. It allows entrepreneurs to operate as a single shareholder while enjoying the benefits of limited liability and separate legal entity status.
2. Who is eligible to register an OPC?
Any individual who is an Indian citizen and resident (staying in India for at least 182 days during the preceding financial year) can form an OPC. However, the individual cannot incorporate more than one OPC or be a nominee in more than one OPC.
3. What are the key documents required for OPC registration?
Key documents for OPC registration include the PAN card, Aadhaar card, passport-sized photograph, proof of registered office address (utility bills, NOC from the owner), and the Director Identification Number (DIN) and Digital Signature Certificate (DSC) of the sole member and nominee.
4. Is it mandatory to appoint a nominee for an OPC?
Yes, a nominee is mandatory for an OPC. The nominee will take over the business in case of the death or incapacitation of the sole member. The nominee’s consent is required, and their details must be submitted at the time of incorporation.
5. What are the compliance requirements for an OPC?
An OPC must file annual returns, financial statements, and income tax returns with the Registrar of Companies (ROC) and the Income Tax Department. It is also required to conduct statutory audits, even though the compliance is less stringent compared to other private limited companies.
