Introduction of One Person Company
One Person Company or OPC is a kind of proprietorship firm where the company is formed by a single person. Getting One Person Company Registration is very easy. Enterslice is one call away from your OPC Registration.
What is One Person Company Registration in India?
The One Person Company was recently grown up as the strong improvement over the sole proprietorship. It is entirely a new concept which gives full control over the company to the single promoter while limiting its liability or duties to contribute to the business.
However, there is no road to raise an equity funding or offering the employee stock option in One Person Company in the early stage of the period. Into the bargain, If One Person Company anytime hits an average three- year turnover of over Rs 2 crore or has paid- up capital of over Rs 50 lakhs then it must be turned into the private limited company or public limited company within the six months.
Enterslice has a track record of registering thousands of One Person Company in India. Enterslice is working round the clock to serve their client the best consultancy and service.
One Person Company Registration under Companies Act 2013
Section 2 (62) of the Companies Act, 2013 defines OPC as a company which has only one person as a member.
Looking at the legal nature of OPC then we will see OPC can be registered only as a private limited company. This means that all the provisions that are applicable to the private company will be applied to OPC unless otherwise expressly excluded in the act or rules made thereunder.
Procedure for One Person Company Registration in India
- Apply for DSC
- Obtain the DIN
- File the Name Approval Application
For One Person Company Registration, one needs to apply for DSC. DSC is a Digital Signature Certificate which is necessary to file the one person company registration documents. DSC is used for filing the electronic documents at ROC. To obtain a DSC you need to provide us the scanned documents and details and our team will get back to you and fill your form and submit that online.
Once you get your DSC, the next step is to obtain the Director Identification Number of the proposed director in SPICe Form along with the name and the address proof of the sole director.
Now, the next step while incorporating an OPC is to choose a name for the company. The name of the company will be in the form of “XYZ” (OPC) Pvt Ltd Company.
You can register the name of the company in two ways-
- Make an application in the Spice Form or
- Using RUN Form web service of MCA where you are permitted to give two proposed names and one re-submission while Reserving Unique Name (RUN) for the company.
Once the name is approved by the MCA we can move to the next step.
- Drafting of MOA and AOA
- The signing of Memorandum and Article of Association
For OPC registration, one needs to prepare the Memorandum of Association (MoA) and Article of Association (AoA). These two documents are the most important document for OPC registration.
MoA describes the object of the company, the power of the company and on the other hand, the AoA will detail about the rights and duties, rules and regulation that will be followed in the course of business.
These documents need professional research and knowledge of the law, so it is advisable to draft these documents with the help of professionals. Enterslice has the back of the highly professional team who will draft your documents with deep research and expertise.
The MoA and AoA of the company must be signed by the sole member who is also going to be the subscriber of the memorandum in which the details like his name, address, description, and occupation will be discussed. The documents will be signed in the presence of the at least one witness who must also attest the signature and must also sign and give the details.
Documents Required for OPC Registration
- Submission of MoA and AoA
- Affidavit of the subscriber and the Director
- Consent of Nominee
- Proof of the Registered Office
- Filing Forms with MCA
- Certification of Documents
- The issue of the Certificate of Incorporation
MoA and AoA are the two important documents that need to be submitted at the time of OPC registration.
The affidavit will be submitted by the proposed director in the consent who has subscribed to the memorandum and article of association in the Form INC- 9 and DIR-2.
As you know, One Person Company is formed by One person and there is no certainty of life so to avoid any future chaos a nominee on the behalf of such person is appointed. Furthermore, in case the sole member becomes incapacitated or cannot perform duties the nominee will perform the same duties on the behalf of the director.
His consent will be filed in Form INC-3 along with the PAN Card and Aadhar Card.
Documents like Aadhar Card, Electricity bill; Phone Bill is required to submit as the identity proof whereas the proof of the registered office of the proposed company along with the proof of ownership and a NOC from the owner. If in case the property is on rent then a Rental agreement is required.
All the documents attached to SPICe Form- MOA and SPICe-AoA along with the DSC & DIN of the Director and will be uploaded to the MCA site for the approval. After submission of SPICE form, PAN and TAN will be automatically issued by the MCA. No seprate form is reqquired to be filed for PAN and TAN.
A declaration submitted by professional certifying that all documents are made properly.
After the verification, the Registrar of Companies will issue a Certificate of Incorporation and we can commence our business.
You can easily register your One Person Company Online. You just need to prepare your documents and contact us. We will do after work.
Minimum Requirements for OPC Registration in India
What are the Eligibility Criteria for OPC Registration?
The following is the eligibility criteria for OPC Registration in India. Only a natural person who is a citizen of India and resident in India-
- is a person who 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 one year
- If an OPC exceeds a turnover of over Rs 2 crores or has a paid-up capital above Rs 50 lakhs. It must be turned into a private or public within six months.
Advantages of One Person Company Registration in India
- No Minimum Capital
- Limited Liability
- Less Compliance
- Continuous Existence
- Greater Credibility
- Easy to Set up and maintain
- No legal Disputes
There is no minimum capital required for OPC registration. However, the maximum Authorize capital of One Person Company shall not exceed Rs 50 lakhs at any point in time.
There is a limited liability related to One Person Company which means the liability on the Director is limited. The personal asset of the Director won’t be attached to the debt of the business. The property is safe.
The compliances under OPC registration are very less as compared to any other company. Minimum paperwork is done.
The death or illness or incapacity of the director won’t disturb the ongoing process of the company as the nominee director will hold the rope to continue the business.
As an OPC needs to have its books audited annually, it has the greater credibility among the vendors and the lending institution.
Enterslice registers the One Person Company in the blink of the eye.
Now, when the company will be registered with one person then there is no chance of any legal disputes arises between the director and any chance of ego clashes which usually happen.
Difference between One Person Company and Sole Proprietorship
|OPC has a separate legal entity||No distinction between the owner and the business|
|Liability of the shareholder limited||Sole liability|
|Higher compliances compared to sole proprietorship||Lesser Tax Implication|
|Succession with nominee||Succession through execution of WILL|
How to Convert an OPC to a Private Limited Company?
When mandatory conversion of One Person Company to Private Limited Company is needed in the case when OPC stands on some parameters like-
- The effective date of the increase in the paid-up share capital of a One Person Capital beyond rupees 50 lakhs and
- An increase of annual turnover in preceding three consecutive financial years beyond rupees two crores
If any time the OPC fulfill the above criteria the company shall be mandatorily required to convert itself into either a private or a public company.
Voluntary Conversion of OPC to Private Limited Company
- OPC cannot incorporate itself into the private company or public company before two years has been passed from the date of incorporation.
- If the time period has elapsed and two years have been passed then OPC can convert itself into a private company or public company.
- The conversion should be according to the rules and regulations that are laid down by the Companies Act, 2013 under section 18 and Rule 7(4) of the Companies (Incorporation) Rules, 2014
Mandatory Compliances for One Person Company Registration in India
The following are the basic mandatory compliance for One Person Company Registration which is as follows:-
- At least one Board Meeting in each half of the calendar year and the time gap between the two Board Meetings should not be less than 90 days.
- Maintenance of proper books of accounts.
- Statutory audit of Financial Statements.
- Filing of business income tax returns every year before 30th September.
- Filing of Financial Statements in Form AOC-4 and ROC Annual return in Form MGT 7.
The Penalty for Non-Compliance of One Person Company in India
If an OPC or any officer of such company contravenes the provisions of Co. Incorporation Rules, 2014, such contravening party will be punishable with fine which may extend to Rs. 10,000/- and with a further fine which may extend to Rs. 1000 for every day after the first during which such contravention continues.