One Person Company Registration
Ideal for entrepreneur who have alone started a venture
Starting At Rs. 999 Onwards
SAVE 50% COST…!!!
What is OPC Registration ?
An OPC is the most modern form of business in India proposed by the Companies Act, 2013 and understand for a-One Person Company.
A forward-thinking idea was launched which promotes the incorporation of micro-businesses and persons with entrepreneurial ideas and to give a boost to entrepreneurs who have high potential to begin their venture by permitting them to build a single person company.
You can easily register one person company under the outlines of the companies Act 2013 and the laws thereto, where it was made viable for a single person company to work as a company without the complexity of having partners. This encourages more people to come forward to commence a business. The OPC is fit for small businesses where the turnover is not likely to cross Rs. 2 Crores. IN OPC Registration it’s important to note that the nominee or the director should be Indian Resident.
One Person Companies are benefiting largely in developing the overall economy of India. More and more Entrepreneurs are coming up and commencing their business. By incorporation of OPC, the company can enjoy the benefits in banking point and are eligible for Banking loans, credits. So, if you want to start up your own business, you don’t have to worry about all the network and slow processes.
Choose OPC because
The following is the eligibility guidelines for OPC Registration in India.
- Can have more than 1 directors, but the shareholder cannot be more than 1.
- Not affected by the death of a member or shift in ownership.
- Effortless to set up and maintain comparatively.
- Restricts the liabilities of its members
- Minimum Paperwork is needed.
- Can work as Stockbroker or Sub-broker
- Not multiple compliances
- No interference from any third party is seen
- Even no person is permitted to incorporate more than 1 one-person company.
What is Included In Our OPC Registration Package?
- DIN for 1 Director
- Digital Signature For 1 Director
- Name approval
- ROC registration Fees
- Company Pan Card
Procedure For OPC Registration
Eligibility Criteria for OPC Registration
The following is the eligibility guidelines for OPC Registration in India.
- Only a person who is a citizen of India and resident in India. Resident in India refers to a person who had lived in India for a time not less than 182 days in the preceding one year
- Legal entities like company or LLP cannot join an OPC.
- A nominee must be selected by the promoter while the incorporation.
- The least authorised capital must be Rs 1 Lakh.
- An OPC is restrained from operating a minor as its member.
- If an OPC crosses a turnover of over Rs 2 crores or has a paid-up capital more than Rs 50 lakhs. It must be converted into a private or public within 6 months.
- Least 1 Shareholder/Nominee/Directors
Why OPC Registration ?
Minimum Requirements for OPC Registration
Privileges on choosing OPC
The directors’ personal property is forever safe in no matter the debts of the business. In OPC only investment in the company is lost, personal assets of the directors are saved.
An OPC has a separate legal identity, it would pass on to the nominee director, therefore, it has continued existence.
An OPC requires to have its books audited yearly, it has higher credibility between vendors and lending institutions.
Easy to Sell OPC
OPC Company is simple to sell because of limited documentation work.
Full Control over the Company with a Single Owner
This fact helps in fast decision making and execution. Yet OPC can select as many as 15 directors for official functions, without providing any share to them.
Easy to raise funds and loans
OPC is 1 of the easiest forms of corporate entities to operate. Very few ROC filing is to be registered with the Registrar of Companies. No need to handle Annual General Meeting and other regular compliances.
Documents Required For OPC Registration
- Copy of PAN Card of owner
- Passport size photograph of the 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)
Important Forms for OPC Registration
- Questionnaire – Company Registration
- Digital Signature Form
- INC9 Declaration of Promoter
- Declaration of Promoter-Non Deposit under FEMA and SEBI
- DIR2 – Consent of Director
- MOA and AOA Subscriber Sheet
- NO Objection of owner
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. The 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 the 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 the 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.
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.
Basic Requirement to Register OPC
- Sign on annual returns.
- Only One Person Required: As the name suggests only one person can act as shareholders or nominee of the company. Minimum 1 Director must be an Indian resident
- Resident Director: One director needs to be a resident of India, he/she will consider as the resident of India only if they have stayed at least 182 days in the previous financial year despite having citizenship. Only Indian residents can be Shareholder & Nominee
- Capital Requirement: There is n minimum capital requirement invest the way you want for your business.Minimum Authorised Share Capital to be Rs. 1 Lakh
- Unique Name of Company: The stated name of the company never matches any existing company or LLP. Must verify the trademark registry to assure that the name does not resemble with any registered trademark in India.
- DSC and DIN: Director Identification Number for all Directors and Digital Signature Certificate for promoter and witness
Taxation Rules for OPC Company
- It is necessary to file Income Tax Returns.
- TDS to be filled all quarter stating the TAN. Deducting tax at source is obligatory if the company has employees.
- Getting an ESI registration is necessary by law if the OPC employs more than 10 persons.
- Enrolling of VAT and service tax returns is required for OPC with valid certification.
Under the tax rate slab, OPC’s income is taxed at 30% of its entire income in the fiscal year. This is slightly higher than the tax slab rate for people which is 10% to 30% of the income depending upon the income of such person
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.
- Restriction on voting rights.
- Voting by show of hands.
- Voting through electronic means.
- Demand for poll.
- Postal ballot.
- Circulation of members’ resolution.
Mandatory Annual Compliances of OPC Every Year
- Minimum 2 board meetings as prescribed under the Act.
- Statutory audit by a chartered accountant.
- Appointment of Auditor
- Filing of ITR
- Annual filings to the registrar of companies
- Maintaining Minutes and statutory registers
- Form AOC-4 for financial statement
- MGT-7 for an annual return
Timeline for OPC Registration Process
One Person Company takes at least 10-15 days of the Incorporation. Its a generic timeline for the OPC Registration in India.
5 BUSINESS DAYS
Firstly, the OPC director must apply for the DSC i.e. Digital Signature Certificate, which is necessary to register for the company registration records. It needs only a few scanned copies of documents for the submission. After that our experts will record the form by filling it and put it online for certification.
7 BUSINESS DAYS
The application for the DSC is done, our experts will ask you to pick a name for your company. Also, ask to send the appropriate scanned documents for the same. The sent documents will be applied to file for the SPICe i.e. INC-32 and the MoA. Lastly, after the completion of this process, the Certificate of Incorporation will be prepared and approved.
2 BUSINESS DAYS
All companies require an enrolled PAN and TAN Number. The application will be registered online by our experts. But, you will be directed to courier the hard copies of the important documents yourself. We will inform about the processing, the TAN and PAN. It will be dispatched to you to your registered office address within 21 days of working days.
Concerns Related to OPC Registration
- Minimum authorised share capital required for One Person Company having share capital is Rs.1,00,000/-.
- Minimum and maximum number of members for One Person Company is one only.
- The subscriber to the Memorandum must make the payment for the total amount of shares subscribed by him to the company upon incorporation.
- 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.
- 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.
- An OPC can be limited by guarantee or limited by shares or unlimited company.
- An OPC limited by shares must comply with following requirements :
- Must have a minimum [paid up share capital of INR 1 Lac.
- Shares will not be allowed to be transferred to anyone else.
- An OPC is prohibited from giving any invitations to public to subscribe for the securities of the company.
- 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.
- An OPC cannot convert into a company registered under OPC.
- 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.
- An OPC is subject to the same taxes as a Private Limited Company.
- 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.
- 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.
Factors to Consider in OPC Name Selection
The name of your OPC is very important. Your OPC’s name is the first impression to your buyers, suppliers and stakeholders. It should therefore be attractive, relevant and suggestive. There are several factors that you should keep in mind while choosing a name for your company.
Short & Simple
The name should be concise and not be too long. People should be able to recall and pronounce your company’s name easily the first time they hear or read it.
The name of your OPC should be relevant to your business. It should fit the company’s branding strategy. For example, Infosys refers to information systems or IT technologies.
Name of your OPC should not be the same or identical to an existing LLP or company or trademark or for which a trademark has been applied for. You can go to search.legalraasta.com to check if your company name matches any other. Ideally, you should avoid plural version e.g, “Snapdeals” or merely changing the letter Case or punctuation marks or spacing in an existing LLP, Company and Trademark name.
OPC’s are not required to end their name with “Private Limited” or “Limited”.
Should not be illegal / offensive
The name of your LLP should not be against law. It should not be abusive or against the customs and beliefs of any religion and should not use words or phrases which are used as a slur and are offensive to a particular group of people. Further, names cannot include foul words or phrases.
Should not violate any laws
Your OPC’s name should not be given under and violate the Emblems and Names (Prevention of Improper use) Act, 1950. Click here to check the names. (See the Schedule).
Should not use the words “British India”.
How is the OPC Company different from other companies?
|S. No||Particulars||OPC Company||Private Company||LLP|
|1||Eligibility||Only an individual who is an Indian citizen and resident in India is eligible to incorporate an OPC||Any individual be it NRI or Indian citizen can form a Private limited company.||Any person and group of corporate can be a partner in LLP|
|2||Minimum Requirement||Member – 1,
Director – 1,
Nominee of Sole Member – 1
|Members – 2,
Directors – 2
|Designated Partners – 2|
|3||Procedure||Get DSC, DIN, MoA & AoA along with INC-32 Incorporation Filing, PAN, TAN Applications||Acquire DSC, MoA & AoA along with INC-32 Incorporation Filing, PAN, TAN Applications||Collect DSC, DPIN, Name Approval, Filing for Incorporation, File LLP Agreement, PAN and TAN Applications|
|4||Existence||Existence of an OPC is never dependent on the Nominee or Director. Can be dissolved by Regulatory Authorities.||A private limited company is not dependent on the directors or shareholder. Can be dissolved only intentionally or by Governing Authorities.||LLP can sustain its survival irrespective of changes in partners.|
|6||Time Taken in Registration||15 – 20 Days||10 – 15 Days||15 – 20 Days|
|7||Conversion System||Cannot be converted before 2 years||Can be converted into LLP||Not directly converted into a Private Limited Company|
|8||Compliance Requirements||Annual Return Filing
No Board Meetings, if only one director
No General Meetings
|Annual Return Filing
Board Meetings & General Meetings
|Annual Return Filing|
|9||Statutory Audit||Compulsory||Compulsory||Only in case contribution is more than 25 lakhs and less than 40 Lakhs|
|10||Fund Raising Options||Low||High||Low|
|11||Recommended For||Sole promoters||Start-ups and growing||Professional services firms|
|12||Foreign Investment||Not Allowed||Allowed||Allowed|
Frequently Asked Questions
b) Simple to incorporate
c) Fee and expenses are less
d) Body corporate
e) Limited liability
• Keeping a proper book of accounts
• Statutory audit of Financial Statements
• Filing of company income tax return all year before 30th September
• Recording Annual ROC return which covers form MGT
• At least 1 director. The director and shareholder can be the same person.
• Minimum one nominee
• Shareholder/nominee need to be a resident of India
• Minimum Rs.1 lakh to be authorized share capitals.
• DSC and DIN for director
a. Must have a minimum paid-up share capital of INR 1 Lac.
b. Shares will not be allowed to be transferred to anyone else.
c. An OPC is prohibited from giving any invitations to the public to subscribe to the securities of the company.2. 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 contract.
3. An OPC must inform the Registrar about every contract entered into by the company with the sole member of the company within fifteen days from the date of approval.
1. Sign on annual returns
2. Hold Annual General Meetings and Board Meetings
3. Sign on Financial Statements
4. Option to dispense with the requirement of holding an AGM
5. Power of Tribunal to call meetings of members
6. Calling of the extraordinary general meeting
7. Notice of meeting
8. Statement to be annexed to notice
9. Quorum for meetings
10. Chairman of meetings
12. Restriction on voting rights
13. Voting by show of hands
14. Voting through electronic means
15. Demand for poll
16. Postal ballot
17. Circulation of members’ resolution
Why Choose Legalraasta
Updates as on February 01, 2021,
- February 01, 2021, Finance Minister Nirmala Sitharaman said incorporation of OPCs will be incentivised by allowing such companies “to grow without restriction on paid up capital and turnover, allowing conversion into any other type of company at any time, reducing the residency limit for an Indian citizen to set up an OPC from 182 days to 120 days, and allow also non-resident Indians to incorporate OPCs in India”.
- 18 November 2020, After Commerce Minister, Tipu Munshi, pushed the ‘Companies (2nd Amendment) Bill, 2020’ to the parliament, it was approved and passed with a provision for the formation of ‘One-Person Companies’. This will pave the way for more investments, and improve company rankings for global ease of doing business. As per the newly-passed bill, the company’s owner and shareholder shall be a single person.
- 30th March, 2020, Section 446B of the Act has been amended. The monetary penalty has been reduced for start-up, one Person Company, producer, and small companies. This will facilitate ease of doing business.