OPC Company Registration Online in India

One Person Company Registration — An Overview

A One Person Company is a company that has only one person as a member. One Person Company (OPC) was brought into effect to encourage individuals who are potential holders for starting their own business. OPC enables a sole proprietor to convert his firm into a Limited Liability company and also avail the benefits related to the company.

OPC is a kind of business structure that enjoys the benefits of both forms of business — a sole proprietorship and a company. It also eliminates the complications related to finding the right kind of co-partners for starting a business as a registered entity.

As per Section 2(62) of the Companies Act, 2013, One Person Company means a company that has only one person as a member. One Person Company is bringing the unstructured Proprietorship Business into the structured version of a private company. OPC is opening the path for sole proprietors and start-ups.

One Person Company has only one shareholder who owns 100% stake of the company. In case of a Private Company, at least two members are required, which is not the same in the case of OPC. To eliminate this drawback and allow a single person to get the advantages of a company structure, OPC was introduced through the Companies Act, 2013. One Person Company registration is simplified with online filing and process.

The structure of OPC was launched as a refinement of the structure of a sole proprietorship firm. In an OPC, a single promoter gains full authority over the company, thereby restricting his/her liability towards their contributions to the enterprise. The said person will be the sole shareholder and director; however, a director nominee is present but has zero power until the real director proves incapable of carrying on. There can be no opportunity for contributing to employee stock options or equity funding. Additionally, if an OPC has an average turnover of ₹2 crores thrice in a row or acquires a paid-up fund of ₹50 lakh and over, it has to be converted to a private limited company or public limited company within six months.

Documents Required for One Person Company (OPC)

Please Note: The OPC director must self-attest to the first three documents. All paperwork for a foreign citizen or NRI must be notarised (if they are currently residing in India or a non-commonwealth country) or apostilled (if living in a commonwealth country at present).

Documents Required for Registered Office

• Scanned copy of current bank account statement / phone or mobile invoice / gas or electricity invoice
• Scanned copy of rental agreement written in the English language
• Scanned copy of a no objection certificate from the concerned property landowner
• Scanned copy of property or sale deed printed in English (if the property is owned)

Note: Your registered office space needs to be a commercial premises; however, it can be the sole director's place of residence as well.

Process for One Person Company Incorporation

Step 1: Apply for DSC and DIN

The first step of OPC registration is to get a DSC (Digital Signature Certificate) for the Director. The following documents are needed:

1. Aadhar card of the proposed director
2. Address proof of the proposed director
3. Email ID and phone number of the proposed director
4. Latest photo of the director
5. PAN card of the director

Once the DSC is made, the next step is to get the Director Identification Number (DIN) of the proposed director in SPICe Form (Simplified Performa for Incorporating a Company Electronically) along with the address and identity proof of the Company's director.

Form DIR-3 is the option only available for present companies. The candidate does not need to file Form DIR-3 separately. The Director Identification Number can be applied within the SPICe Form for up to 3 directors.

Step 2: Application for Name Approval

After obtaining DSC and DIN, the next step is to decide the company's name. The company's name will be in the form of XYZ (OPC) Private Limited. The name can be approved in the SPICe and 32 Form. Only one preferred name and the importance of keeping that name can be given in the SPICe and 24 Application Form. If the name is not accepted or gets rejected, another name can be submitted by applying another SPICe and 32 Form. Once the suggested name is approved by the Ministry of Corporate Affairs (MCA), you can move to the next step.

Step 3: Essential Documents

After the approval of the name, the following documents must be submitted to the Registrar of Companies:

1. Memorandum of Association (MOA) must be submitted, stating the objects to be followed by the proposed business or company.
2. Articles of Association (AOA) must be submitted, laying down the laws on which the company will operate.
3. Since there is only one member/director, a nominee must be assigned on behalf of such individual. In case he/she becomes injured or dies and cannot perform their duties, the nominee will perform all duties and take his/her place. Their approval in Form INC-3 will be taken along with their PAN Card and Aadhar card.
4. Approval and declaration of the proposed Director in Form DIR-2 and INC-9 respectively.
5. Submission of proof of the registered premise or office of the proposed company along with ownership proof and a No Objection Certificate from the owner.
6. Submission of a declaration by the expert certifying that all compliances have been made.

Step 4: Forms Filing with MCA

All such documents will be attached to the SPICe+ Form, SPICe-AOA, and SPICe-MOA with the Digital Signature Certificate of an expert and the director, and uploaded on the official MCA website for approval. There is no need to file separate applications for getting TAN and PAN numbers.

Step 5: Issuance of the Registration Certificate

After verification of all the forms and documents, the ROC (Registrar of Companies) will issue a Registration Certificate and you can start your business.

Taxation Rules Applicable to an OPC

• The company has to file an Income Tax Return — this is a mandatory step.
• Tax Deducted at Source (TDS) has to be filed for all quarters by mentioning the TAN.
• It is compulsory for an OPC to register Employee State Insurance (ESI) if it employs more than ten persons.
• The income of an OPC is taxed at 30% of its entire income in the financial year, under the tax rate slab.

Exemptions Available After OPC Registration

• Annual return must be signed
• Holding Annual General Meetings (AGM) and Board Meetings (BM)
• Company's Financial Statements must be signed
• Option to be given out with the requirement of conducting AGM
• Tribunal power to call meetings of its members
• Calling of EGM (Extraordinary General Meeting)
• Notice of the meeting
• Statement must be annexed with the notice
• Quorum for meetings
• Chairman of meetings
• Proxies
• Restriction on voting rights
• Voting by show of hands
• Voting by electronic means
• Demand for poll
• Postal ballot
• Circulation of the member's resolution

Mandatory Annual Compliances for One Person Company

• As per the Companies Act, 2013, it is mandatory to conduct a minimum of two Board meetings.
• Statutory Audit by a Practising Chartered Accountant.
• Appointment of Auditor.
• Annual Filings to the ROC (Registrar of Companies).
• Maintaining minutes and statutory registers.
• Form AOC-4 for the financial statements.
• MGT-7 form for an annual return.

Benefits of OPC Registration in India

1. No Minimum Capital Requirement: For the registration of a One Person Company, no minimum capital is required. However, the maximum authorised capital shall not exceed Rs. 50 lakh at any point of time.
2. Limited Liability: The liability of the concerned directors is limited to the extent of capital contributed by him or her in the business. Hence, the personal assets and belongings of the Director will not be attached in case of any loss incurred by the business.
3. Fewer Compliances: The compliances for an OPC registration are very less in comparison to any other company. Hence, the registration of an OPC can be done easily with minimum paperwork.
4. Perpetual Succession: The death, illness, or incapacity of the director will not affect the ongoing affairs of the company, as the nominee will hold the position of member and director in that case.
5. Greater Credibility: One Person Company is obligated to get its books of account audited annually, which increases business credibility and consumer and vendor satisfaction.
6. No Legal Disputes: When a company registers itself as a One Person Company, it ends the chances of any future legal disputes between the director and any third party.
7. Privileges for Small Scale Industries: An OPC can avail all the benefits offered to small scale industries, including easy funding without depositing collateral security, lower interest loans, and privileges under the foreign trade policy.

Why Choose Legaltax for One Person Company Registration?

• We submit an application for name approval for One Person Company registration.
• We draft the Memorandum of Association (MoA) and Article of Association (AoA).
• We file the incorporation documents with the MCA. The PAN and TAN are allocated simultaneously.
• We will keep you updated about the status of OPC registration.
• We provide one of the best and easiest ways to register the One Person Company.

FAQ's

Q1. Who can register for OPC?

OPC company registration can be done only by Indian residents, and only one at a time, as per the specifications of the Ministry of Corporate Affairs.

Q2. What are the mandatory documents required for OPC registration?

• PAN Card — of shareholders, nominee, and director.
• Identity Proof — Aadhar card and Voter ID card / Passport / Driving License of shareholder, nominee, and director.
• Director's Address Proof — Latest Telephone bill / Electricity bill / Bank Account Statement of shareholder, nominee, and director.
• Photograph — Latest passport size photograph of shareholder, nominee, and director.
• Business Address Proof — Latest Electricity bills / Telephone bills of the registered office address.
• NOC from owner — No Objection Certificate to be obtained from the owner of the registered office.
• Rent Agreement — Rent agreement of the registered office should be provided.

Q3. What are the mandatory requirements of an OPC?

All such businesses must maintain books of accounts, comply with statutory audit requirements, and submit income tax returns and annual filings with the RoC.

Q4. How many days does it take to obtain OPC Registration in India?

In India, the process of OPC Registration generally takes around seven business days.

Q5. How long is the One Person Company Registration valid in India?

An OPC Registration has lifetime validity — the OPC registration is valid until the company ceases operations.

Q6. What are the tax advantages to an OPC?

In India, a flat charge of 30% is levied on an OPC, and it does not enjoy any special tax benefit.

Q7. Can an NRI incorporate an OPC in India?

No, only a person who is an Indian Citizen or resident is eligible to register an OPC.

Q8. Is there any time limit to file the INC 5 form?

The director of an OPC needs to file Form INC-5 within sixty days of exceeding the threshold limit.

Q9. Can I start more than one OPC at a time?

No, an individual can form only one OPC at a time. This rule applies to the nominee in an OPC too.

Q10. Can a person be a member in more than one OPC?

No, one person is allowed to be a member of only one OPC.

Q11. What is the paid-up capital limit in OPC?

There is no minimum paid-up capital required for One Person Company Registration.

Q12. What are the benefits of OPC registration in India?

• No Minimum Capital Requirement: No minimum capital is required, however the maximum authorised capital shall not exceed Rs. 50 lakh at any point of time.
• Limited Liability: The liability of the directors is limited to the extent of capital contributed; personal assets will not be attached in case of any business loss.
• Fewer Compliances: Compliances for an OPC are very less in comparison to any other company, with minimum paperwork.
• Perpetual Succession: The death or incapacity of the director will not affect the company's affairs, as the nominee will take his/her place.
• Greater Credibility: Annual audit of books of account increases business credibility and consumer and vendor satisfaction.
• No Legal Disputes: Registering as an OPC ends the chances of future legal disputes between the director and any third party.
• Privileges for Small Scale Industries: An OPC can avail all benefits offered to small scale industries including easy funding, lower interest loans, and privileges under the foreign trade policy.

Q13. Is Foreign Direct Investment (FDI) allowed for One Person Company?

Foreign Direct Investment is not allowed in a One Person Company.

Q14. How many shareholders are involved in a One Person Company Registration?

Only one shareholder is involved.

Q15. How to register a One Person Company?

1. Apply for DSC and DIN
2. Application for name approval
3. Prepare and submit essential documents
4. File forms with MCA (SPICe+Form, SPICe-AOA, SPICe-MOA)
5. Issuance of the Registration Certificate by ROC

Q16. Why choose Legaltax for One Person Company registration?

• We submit an application for name approval for One Person Company registration.
• We draft the Memorandum of Association (MoA) and Article of Association (AoA).
• We file the incorporation documents with the MCA. The PAN and TAN are allocated simultaneously.
• We will keep you updated about the status of OPC registration.
• We provide one of the best and easiest ways to register the One Person Company.