OPC Registration
- Are you searching for OPC Registration Consultant Near to you
- Start you own Company with Individual Ownership. OPC Stands for One Person Company, Its a Company as per Companies Act with Single Owner.
- We provide One Person Company Registration Service all over India. We can complete all One Person Company Registration Process in 2 Days.
- OPC Registration Simple and Easy Online Process, NO PHYSICAL Document Required.
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One Person Company (OPC) Registration
The 2013 Companies Act adds a new type of business to the existing list; in addition to founding a public or private limited company, the 2013 Act allows for the registration of a new entity, a ‘One Person Company (OPC)’.
Before launching a firm, it is critical to choose the right sort of entity. Entrepreneurs benefit from having a variety of options when starting a business. OPC, LLP, and Private Limited Company are the three most popular business structures in India. LLPs are founded under the LLP Act of 2008. In an LLP, each partner’s responsibility is restricted to the amount they contributed to the company. LLPs perform best when the partners do not require external money; if they must, the company can be converted into a Pvt Ltd company.
In a nutshell, GST is an indirect tax charged on the purchase, production, and use of goods and services. It applies to the entire nation and aims to create a single, united market. GST will facilitate smooth supply across the entire supply chain in all states by leveraging a standard tax structure.
Section 3(1) of the 2013 Companies Act defines an OPC as a corporation having only one member. As the name implies, a One-Person Company is one that can be formed with only one stakeholder. An OPC differs from a private company, which must have at least two members to begin operations. In OPC, the individual and the firm are treated as independent legal entities. In a one-person company, the owner’s liability is limited to his or her investment.
The adoption of the OPC was based on the recommendations of the J.J Irani Committee Report on Company Law, which was submitted in 2005. It stated that small businesses would make significant contributions to India’s economy, but due to their size, they cannot be burdened with the same level of regulations and compliance obligations as large publicly traded corporations.
As a result, the Law on One Person organisations was enacted, exempting such organisations from several procedural requirements and, in some situations, providing relaxations. For example, an OPC is not needed to hold an annual general meeting, although other corporations do.
A One-Person-Company also does not require the signatures of both its company secretary and director on its annual returns.
Online Company Registration In India, one person companies are highly suggested for single founders; if you do not have a second director, form an OPC right away; it is quite simple to convert an OPC to a Private Limited Company. One advantage of a one-person corporation is that directors and shareholders have minimal liability, subject to certain ownership limits.
A one-person business (OPC) enjoys all of the benefits of a private limited corporation. All companies registered in India are governed by the Companies Act 2013.
REQUIREMENTS TO FORM AN OPC
| Particulars | OPC |
|---|---|
| Applicable law | Companies Act, 2013 |
| Regulatory Authority | Ministry of Corporate Affairs |
| Members required | Minimum one Maximum one |
| Directors required | Minimum one Maximum 15 |
| Minimum Share Capital | No minimum share capital is required. If capital exceeds 50 lakhs, OPC gets converted into Pvt. Ltd. |
| Board Meeting | One meeting in each half-year, and the gap between 2 meetings should be at least 90 days. |
| Statutory Audit | Compulsory |
| Liability | Limited |
| Transferability | Ownership can be transferred to the nominee in case of the Director’s death or incapacity to act. |
| Annual Filing | Financial statements and annual returns to be filed with ROC. |
| Annual Filing | Financial statements and annual returns to be filed with ROC. |
| FDI | Not eligible for FDI |
| To be opted | If Capital requirement is 50 lakhs and turnover less than 2 crores. |
| Company name | Should end with OPC (Pvt. Ltd.)/ OPC Ltd. |
Documents Required for One Person company Registration in India
For Designated Directors
For Registered Office premises
Document required
Documents Required
- A Certificate of Incorporation serves as a confirmation of a company’s formation.
- Pan card of Company
- ID Proof: PAN card
- Address Proof: Ration card/ Aadhar Card/ Driving License/Voter ID
- 2 Passport-sized photographs of Directors
- Address proof of the place of business- any utility bill such as water/electricity/telephone/gas bill
- No Objection Certificate from the premises owner
- Notarized rental agreement in English (if rented property)
Copy of property papers(if own property) - A bank account statement that includes name, address, and a few transactions
- Digital signature for authorized signatory
Steps for registration of an OPC
Steps for registration of an OPC
- Check all the required documents properly
- Apply for DSC and DIN of all the directors
- Apply for the availability of Company name
- File Spice+ form for incorporating the Company
- Apply for PAN and TAN of the Company
- ROC issues a certificate with PAN and TAN
- Open a current bank account under the Company name
- Start Operations
Process and Steps in Registration of One Person Company in India
Step 1:Issuance of Digital Signature certificate(DSC)
Digital Signature certificate would be issued for you
Step 2:Director Identification Number
Director Identification Number is 8 digit unique identification number issues to directors by MCA(Ministry of Corporate affair).
Step 3:Name Reservation and Approval
Once DIN and DSC is there, Filing Karo ComplianceServices professionals will run name availability check on the 2 names provided by you and will file for name approval in MCA(Ministry of Corporate affair).
Step 4:File For Incorporation One Person Company Registration
Filing Karo experts will Draft MOA and AOA in consultation with you and incorporate your suggestions, once MOA and AOA is in place, Expert will fill Form in SPICe for the formation of the company. Along side the PAN and TAN would be Filled.
OPC compliance checklist
| Particulars | Description |
|---|---|
| Corporate stationary | Name Board: All companies including an OPC are required to paint or affix the name of the company and address of its registered office outside every office or place in which it carries its business. |
| Company rubber stamp | A rubber stamp bearing name of the company along with the designation of the authorized signatory. This is required for executing various legal documents |
| Letterhead | The name and registered office address of OPC must be printed on all letterhead, notices, invoices, and other official documents of the company. |
| Form INC 20A | Form after incorporation of business within initial 180 days. |
| Board meeting | Meetings to be held in each half of the year with a minimum gap between 2 meetings being at least 90 days. |
| Annual general meeting | OPC is exempted from conducting AGM |
| Appointment of Auditor | An Auditor must be appointed by the director of OPC for auditing of financial statements of the company |
| Annual return | An OPC shall file its annual return within 60 days of entry of ordinary resolution in the minute book. |
| Opening OPC Bank Account | Useful for issuing share certificates, also for the application for an export-import license one would require a current account under the company’s name. |
| Annual Filing | Financial statements and annual returns to be filed with ROC. |
| Allotment of securities | Post incorporation, share certificates need to be issued evidencing ownership of the company.Every share certificate must be duly signed by the director or authorized person and have the impression of the common seal of the company. |
ROLE OF NOMINEE IN ONE PERSON COMPANY
During the incorporation of a one-person company, the sole director and shareholder must propose a person as their nominee. A nominee is a person designated as the successor of the company in case of death or incapacity of the sole promoter. The nominee should give written consent to act as a Nominee. The nominee of an OPC must be an Indian citizen and Indian national above the age of 18 years.
CONVERSION OF OPC INTO A PRIVATE LIMITED COMPANY
An OPC can be converted into a Private Limited Company as per Section 18 of the Companies Act,2013 and the provisions of Companies Incorporation Rules of 2014. This conversion will not affect the existing liabilities, current debts, obligations, or contracts of the OPC.
As per section 18 of the Companies Act, 2013 read with Section 122 of the Act, for the Conversion of OPC into Pvt. Ltd. Company, necessary alteration is required in;
- The Memorandum of Association(MOA)
- Articles of Association(AOA), also
- Min. 2 directors & 2 members are required
- Need to fill e-form INC-6, to the concerned ROC along with following documents;
- Altered MOA & AOA
- List of proposed members & directors along with consent
- List of creditors
- Copy of special resolution
- Latest audited balance sheet and Profit & loss account
- Copy of NOC of every creditor with the application of conversion
- Nominee consent
- PAN card copy of nominee & member
- Identity Proof of nominee & member
- Address Proof of nominee & member
- ROC scrutinizes the documents & issues the certificate of conversion
There are two ways of converting OPC into Pvt. Ltd. Company i.e.,
Voluntary Conversion:
Voluntary conversion of OPC into a Pvt. Ltd. Company is not permitted unless 2 years have expired from the expiration date of OPC. If the paid-up share capital exceeds 50 Lakh rupees or its average turnover exceeds Rs. 2 crores, then the OPC can be converted into a Pvt. Ltd. Company within 2 months.
For converting OPC into a Pvt. Ltd. company, it needs to have 2 directors and 2 members Within 60 days of voluntary conversion, Form INC 5 must be submitted to ROC
Compulsory/ Mandatory conversion
When a One Person Company has paid-up capital more than or equal to Rs. 50 lakhs or the annual turnover for the given financial year exceeds Rs. 2 crores, then in such conditions, the company has to compulsorily convert itself into a Private Limited Company or Public Limited Company as per the Rule 7(4) of the Companies (Incorporation) Rules,2014.
For this, OPC needs to pass a special resolution in its annual general meeting. Prior to passing this resolution, the company needs to obtain a No Objection Certificate (NOC) in writing from its members and creditors.
The company is also required to file a copy of the special resolution with the ROC within 30 days from the date of passing such resolution in form no. MGT-14.
The Company is required to file an application in form no. INC-6 for its conversion into Pvt. Ltd. Company along with the fees as given in Companies (Registration Offices and Fees) Rules, 2014.
Difference between OPC and Pvt. Ltd. Company
| Particulars | OPC | Pvt. Ltd. Company |
|---|---|---|
| Recommended For | Sole promoters | Start-ups and growing companies |
| Eligibility | Only Indian citizen & Indian resident can apply | Any individual be it NRI or Indian citizen can form it. |
| Min. requirement | ||
| Conversion policy | Cannot be converted before 2 years | Can be converted into LLP |
| Compliance | ||
| Statutory Audit | Compulsory | Compulsory |
| Foreign investment | Not allowed | Allowed |
FAQ's
Can a single member start a company?.
Yes, One person can start a company as per the Companies Act, 2013. As per the clause included in the act, there will be only one owner and one shareholder. Generally, it will be the same person.
Can OPC be converted into a Pvt. Ltd. Company?
Yes, an OPC can be converted into a Pvt. Ltd. company if its paid-up share capital exceeds 50 Lakh rupees, or, if its annual turnover exceeds 2 crore rupees, then within 60 days, OPC can be converted into a Pvt. Ltd. Company. OPC needs to inform about the voluntary conversion to the ROC within 60 days.
What are the conditions for mandatory conversion of an OPC into Pvt. Ltd company?
OPC shall be liable to convert itself into a Pvt. Ltd. company if its paid-up capital exceeds Rupees 50 lakhs, or the average turnover exceeds 2 crores. In such a case, it shall cease to operate as a One -person company.
What are the primary compliances that must be followed for the conversion of OPC into Pvt. Ltd. company?
Alter the Memorandum of Association (MOA) & Articles Of Association (AOA) by passing a special resolution in the meeting. Inform ROC within 30 days of its conversion. Increase the number of directors and members as per the requirement of a Pvt. Ltd. company.
Can OPC be sold to another person?
Yes, an OPC can be sold to another person.
Is it mandatory to appoint a nominee in the case of OPC?
Yes, it is mandatory to appoint a nominee. A nominee is a person who shall, in the event of death of the sole promoter or his/her incapacity to act, shall act as the successor. The nominee needs to give his prior consent at the time of incorporation of the company in form INC-3. The nominee may, at any time withdraw his/her consent, by giving notice to OPC and its members as well.
What are the restrictions in carrying out the functions of OPC?
An OPC can not indulge in NBFC-related activities, OPC can not invest/acquire Securities in its own name in other body corporate but its members can invest in other body corporates. OPC cannot issue shares except to its members.
What are the exemptions/ benefits available to one person company?
The exemptions available to an OPC are;
- One Director: Unlike Pvt. Ltd. Company, an OPC requires only one director to run the company.
- Holding of Annual General Meeting: An OPC is exempted from conducting an annual general meeting.
- Holding of board meetings; An OPC may hold only 2 board meetings, each meeting to be held in each half of the calendar year, with a minimum gap between 2 meetings being at-least 90 days.
- Annual return filing: For One person company, the annual return shall be filed by the company secretary and if there is no company secretary then it shall be filed only by the director.
- Cash flow statement: An OPC is exempted from including a cash flow statement as part of its financial statement.
- Audit report & Auditor: An OPC is not required to follow the condition laid down in Section 139(2) of the Companies Act, 2013, which makes compulsory the rotation of auditors every 5 years (individual auditors) and every 10 years (firm auditors).
What are the conditions for FDI in One person Company?
In the case of One person company, only Indian nationals are allowed to commence the company. So, FDI is not allowed in an OPC.
Who is not eligible for forming an OPC?
NRI, minor person, foreign citizen, or a person incapacitated to contract are prohibited from forming a one-person company.
