One Person Company Registration (OPC)

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Overview – One Person

Company (OPC)

Registration India

One Person Private Limited Company Registration in India is administered by the Registrar of Companies-ROC in India. Register a OPC company in India. Before registering a start-up company in India as a OPC Pvt Ltd Company, Company Name Check can be checked done with CompaniesInn

ONE PERSON COMPANY (OPC)

One Person Company or OPC means a company which has only one person as a member.

An OPC is classified as a private company under Companies Act. OPC has all benefits of a private limited company such as protecting personal assets from business liability, separate legal entity and perpetual succession. One Person Company (OPC) is a Company registered with ONLY ONE PERSON as its shareholder.

A One Person Company can have owned by Only a natural person who is Resident in India and Citizen of India. No corporate entity can be as shareholder (owner) of a One Person Company.

There is no minimum paid up capital restriction for One Person Company but the maximum capital is restricted to Fifty Lakhs and maximum turnover can be only Two Crores. If any of these conditions ie maximum capital or maximum turnover is crossed, One Person Company is required to get convert itself into a public company or a private company.

One Person Company is not allowed to take any partner (Shareholder) within two years from the date of registration. After completion of two years, it can be converted into a regular private limited company by adding a shareholder. If the OPC is crossing the maximum limit criteria, it have to convert as mentioned above

COMPANY NAME

The name of a OPC shall end with the words ‘(OPC) Private Limited’. Proposed Company Name shall comply with the Company Name Availability Guidelines under Companies Act 2013

There are TWO ways for reserving a name for a New One Person Company.

a. RUN (Reserve Unique Name) is an easy and web-based application for reservation of a Company Name. The name approved under RUN Process is valid for a period of 20 days from the date of approval. In one application, Two names can be submitted for approval under RUN process. If the application is rejected, the another Two more names can be submitted again. If that also rejeccted by ROC offce, a fresh application to be fiiled with fresh filing fee.

b. SPICe (Simplified Proforma for Incorporating Company Electronically) Incorporation Filing process is an integrated single point application for Reservation of Company Name, Allotment of DIN for Directors and Incorporation of a New Company along with allotment of Permanent Account Number (PAN) and Tax Collection and Deduction Number (TAN) to the New Company. Under SPICe application, only ONE name can be submitted for approval.

SHARE CAPITAL

There is no minimum capital (Authorised or Paid up Capital) requirement for registering an OPC. However, the maximum Paid Up Capital of aOne Person Company is restricted to Fifty Lakhs.

The registration fee payable to the Registrar of companies depends on the different slabs of Authorised capital of the company.

The First Shareholder must bring the subscribed capital to the Company with in 60 days of Company Incorporation and the Company must issue share certificates to the subscribers.

MAXIMUM TURNOVER

The maximum turnover limit of a One Person Company is restricted to Rupees Two Crores.

MANDATORY CONVERSION OF AN OPC

In case the paid-up share capital of a One Person Company exceeds Rupees Fifty Lakhs of or its average annual turnover during a period of three consecutive financial years exceeds Rupees Two Crore, the OPC shall cease to be entitled to continue as a One Person Company.

In these cases, the One Person Company shall have to be converted to a Public Company or a Private Company within 6 months of crossing the above limits.

REGISTERED OFFICE ADDRESS

Get your Company/LLP Up in 7 days

Companiesinn is the only online legal service provider have the ability to evaluate legal questions and advise without human intervention.

One Person Company Registration – Requirements

Select Company Registration Package

Complete Online E-Lawyering Interview

Generate Registration Documents Online and Execute it

File Company Formation Documents with ROC

ROC will Issue the Certificate of Incorporation

How to Register a One Person Company (OPC) in India – Steps

Select Packages and place order with CompaniesInn

You will be directed to India’s First and the State of the Art E-Lawyering Interview by CompaniesInn . Complete the online Interview and generate Company Registration Documents for execution by Shareholders and Directors.

Submit Executed documents to CompaniesInn

Execute the documents by Shareholder, Nominee Shareholder and Director(s) and submit to CompaniesInn with supporting such as Identity and Address documents, Registerd office Adress Proof and NOC and other additional documents.

RUN Application (Optional)

RUN (Reserve Unique Name) is a web-based application for reserving the Company Name.

The name approved under RUN Process is valid for a period of 20 days from the date of approval. Company Incorporation documents are to be filed within the validity period of Company Name.

Filing of Company Incorporation Documents with MCA

Company Registration filing consists of preparation and filing of the flowing E-Forms:

1. e-Form INC-32 – SPICe Application

2. e-Form INC-33: e-Memorandum of Association (SPICe MoA)

3. e-Form INC-34: e-Articles of Association (SPICe AoA)

All the documents executed and attested as per documentation requirements has to be attached to the e-Form INC-32 / 33/ 34 and the e-Forms to be digitally signed with the Digital Signature Certificate (DSC) of all the proposed shareholders /representatives.

Verification by the Central Registrar of Companies (CRC)

The CRC verifies the application and if found the documents are in order, the Central Registrar of Companies shall register the Company and issue the following:

1. Company Incorporation Certificate

2. DIN for Directors

3. Permanent Account Number (PAN)

4. Tax Collection and Deduction Number (TAN) to the New Company.

Documents Required

Documents to be Signed by the NOMINEE SHAREHOLDER

Consent of Nominee Form No. INC-3.

Documents to be Signed by all DIRECTORS

Consent to Act as Director: Form DIR-2
Details/Information for DIN
Declaration of DIN (If DIN is allotted already)

Registered Office – ADDRESS

Address Proof
No-Objection Letter from the owner of the Property

Additional Documents

The following documents are required on case to case basis:

NOC for Use of Name from Trademark owner
Resolution and NOC from an existing Company / LLP for user of similar names
Declaration for complying sectoral regulatory compliances

ID&Address from Shareholder, Nominee Shareholder and Director(s)

Shareholder, Nominee Shareholder and Director(s) have to submit Identity Proof and Latest address proof

Acceptable Documents

Primary ID – Permanent Account Number (PAN)
Additional ID – Aadhaar Card or
Passport or
Driving License or
Voter Identity Card
Latest Address Proof: Telephone Bill or
Electricity Bill or
Bank Statement or
Bank Passbook with latest entries

Documents to be Signed by the SHAREHOLDER

Shareholder to sign the folliwing documents:

Application for Digital Signature Certificate (DSC)
Declaration by Subscribers & Director: INC-9

Advantages of One Person Company

Busines Credibiity

An OPC, being limited company will have more business credibiility than a Proprietorship.

Limited Liability

Like any other incorporated business, a limited company is a limited liability organization. The owner’s liability is limited to the extent of shares held in the company and ends once he pays for the shares.

Protection of Personal Assets to owners

Since the liability of owner is limited, the personal assets of the shrehodler is protected against business risk as the company’s liability is not the owner’s liability.

Perpetual Existence

Assets and liabilities of a company belongs to itself and do not belong to the shareholders. Hence, the company will continue to be in existence even if the owner changes

Can sue and be sued

A limited company is like an artificial person created by law. Like any other person, it can sue and be sued before the court of law. This means that if a company defaults, others can take legal action against the company and likewise, the company can tak

What is Directors Identification Number (DIN)?

Directors Identification Number (DIN) is an identification number issued by the Ministry of Corporate Affairs, Government of India, to Directors of a company or Designated Partners of an LLP.

How to Obtain a DIN?

New DIN will be allotted to a Director / Designated Partner while registering a Company or LLP. Also, an Company / LLP can apply for a DIN for a proposed Director / Designated Partner.

How many Persons required for registering an OPC?

ONE Person who is an Indian National and resident in India can register an OPC. Also it requires another person as Nominee Shareholder. So, in effect you need TWO People for registering an OPC. The Primary Shareholer can also be a Director.

Who can become a Director in an OPC?

Only individuals can become directors of the company. There is no restrictions for Foreign Nationals or Non Resident Indians to become a director of an OPC.

Who can become a Shareholder or Nominee Shareholder in an OPC ?

An India National (Individal), who is resident in India can only become a Shareholder or Nominee Shareholde in an OPC. Foreign Nationals, Non Resident Indians, Companies and LLPs cannot become a Shareholder or Nominee Shareholde in an OPC.

What is Memorandum of Association (MOA)?

MOA is the charter document of a company. A company is created by registering a memorandum. MOA contains the name of a company, the state in which the registered office of the company is located, objectives, and its authorised capital. The MOA will be subscribed by the initial promoters of the company in their own handwriting. They will also have to write their name, father’s name, residential address, occupation and the number of shares they agree to subscribe in the company. The MOA should also bear the signature of the witness who knows the subscribers.

What is Articles of Association (AOA)?

AOA contains rules and regulations for the management of a company’s internal affairs and conduct of its business. It defines the relationship of company between its members and directors and relation between members and directors. It also describes powers of directors. Further, the AOA describes the rights and duties of its members as well as the duties and responsibilities of its directors. In case of a private limited company, the AOA will contain the restrictions of transfer of shares, if any. Also, AOA usually contains the names of first directors of a company. The AOA will be subscribed by the initial promoters of the company in their own handwriting. Promoters will have to write their names, father’s name, residential address, and occupation. The AOA should also bear the signature of the witness who knows the subscribers.

Can the details of subscribers to the MOA & AOA can be amended?

The details of subscribers to the MOA & AOA cannot be amended or changed at any point of time during the life of the company, as it constitutes the document giving birth to a company. Subsequent changes in the shareholding or directorship of the company should be reflected in its internal records and will not affect the subscriber details in the MOA & AOA

What is Digital Signature Certificate (DSC)?

A digital signature is a type of asymmetric cryptography used to simulate the security properties of a handwritten signature on paper. Digital signature schemes normally give two algorithms, one for signing that involves the user’s secret or private key, and one for verifying signatures that involves the user’s public key. Digital signatures have often confused with scanned copies of a physical written signature, which do not have any legal backing for authentication of electronic documents.

What is Registered Office?

Registered Office refers to the official correspondence address of a company or its principal place of business. The address of the Registered Office will be used for all official communications of the company. The company shall affix the name and address of its registered office outside every office or place of business in a prominent position. Also, the name and address of its registered office should be mentioned in its business letters, bills and other official publications.

Whether the Registered Office can be changed?

Registered Office of the company can be shifted from one place to another in the same state or from one state to another after complying with legal requirements.

What is Authorised Capital?

Authorised Capital or Registered Capital of a company is the upper limit of capital that a company can issue shares and collect money from shareholders. Company registration fee is payable to ROC and will be calculated on the basis of Authorised Capital. There is no requirement as to minimum Authorised Capital for registration of Company.

What is subscribed capital?

Subscribed capital refers to the amount of capital agreed to be brought in by the shareholders to the company.

What is paid up capital?

Paid up capital of a company refers to the amount of capital actually brought in by the shareholders to the company. Subscribers to the It is not necessary that subscribers should bring in the subscribed capital immediately after ncorporation. However, at the time of closing accounts for the first financial year, there should be a mimimum paid up capital of Rs.1,00,000.

What is Corporate Identification Number (CIN)

CIN is the number allotted to a company registered in India by the Ministry of Corporate Affairs, Government of India. CIN is a 21-digit number that contains the information such as status (listed / unlisted), NIC code of business activity, state of registration, year of registration, private or public and the sequential registration number in the respective state (for example, U74110KA2008PTC046914)

Can a Minor be a Shareholder or Nomiee?

No. A minor can not become member or nominee of the One Person Company. Also a Minor cannot hold share with beneficial interest in an OPC.

Whether OPC can do Non-Banking Financial and Investement?

An OPC is prohibited from carrying Non-Banking Financial activites ad and Investment in securities of other body corporates.

When an OPC can be converted to Private Limited Company?

An OPC can be converted voluntarily into any other kind of company (Private Limited or Public Limited) only after 2 years from the date of incorporation. An OPC can be converted to any other kind of company with in 2 years of IncorporationIn only if the the Paid up Capital of OPC exceeds Rupees Fifty Lakhs of or its average annual turnover during a period of three consecutive financial years exceeds Rupees Two Crore.

Why a Nominee is required in OPC?

The subscriber to the memorandum shall nominate another person as nominee after obtaining a written consent from such person. In the event of the shareholder death or incapacity to contract, the Nominee shall become the member of that OPC.

Can the shareholder OPC change Nominee?

Yes. The sharehodder can change the nominee with an intimation in writing to the company at any time for any reason and can and nominate another person after obtaining the prior consent of new nominee.

Can the Nominee withdraw his consent from OPC?

Yes. The Nominee can withdraw his consent by giving a notice in writing to the sole member and to the One Person Company. In such case, the sole member shall nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal.

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