Registering a One-Person Company (OPC) is favored among entrepreneurs who desire limited liability and a distinct legal identity. OPC is a unique business structure that permits a single person to function as a company, giving them the benefits of limited liability while retaining complete control. In an OPC, the individual serves as both the director and shareholder, merging the advantages of a sole proprietorship with the legal protection of a private limited company.
At IndiaFilings, we specialize in simplifying the OPC registration process, ensuring that entrepreneurs can smoothly navigate the complexities of legal formalities with reasonable One person company registration fees. Our experienced team is dedicated to assisting you at every step, from document preparation to filing, we offer expert guidance to help you make informed decisions regarding your One Person Company Registration.
Contact us now and take the first step toward building your entrepreneurial dream!
Introduction to One Person Company (OPC)
One Person Company (OPC) registration in India was introduced as a concept under the Companies Act of 2013, enabling a single individual to establish a company and enjoy the combined benefits of both a sole proprietorship and a traditional company structure. This concept became available with the implementation of the Companies Act in 2013.
The primary objective behind creating one-person companies was to foster entrepreneurship and encourage the formalization of Micro, Small, and Medium Enterprises (MSMEs). According to Section 2(62) of the Companies Act 2013, a company can be formed with just one director and one member, and interestingly, these roles can be held by the same individual. Simply, OPC Company registration allows a single person to set up a limited liability company in India. The following describes the eligibility and procedure to register one person company.
Eligibility Criteria
Before you go ahead and engage in OPC registration process, it’s crucial to understand the specific eligibility criteria and limitations that govern its formation. The Companies Act sets out clear requirements that must be met to ensure that the individual promoting the OPC is eligible to do so.
- Natural Person and Indian Citizen: Only a natural person who is an Indian citizen can establish an OPC. Legal entities like companies or LLPs cannot create an OPC.
- Resident in India: The promoter must be a resident in India, meaning they should have lived in India for at least 182 days during the previous calendar year.
- Minimum Authorized Capital: The OPC must have a minimum authorized capital of Rs 1 00,000, the amount stated in the company’s capital clause during the OPC Company registration.
- Nominee Appointment: The promoter must appoint a nominee during the OPC’s incorporation. This nominee would become a member of the OPC in the event of the promoter’s death or incapacity.
- Restrictions on Certain Businesses: Businesses involved in financial activities such as banking, insurance, or investments are not eligible for OPC company registration.
- Conversion to private limited Company: If the OPC’s paid-up share capital exceeds 50 lakhs or its average annual turnover surpasses 2 Crores, it must be converted into a private limited company to comply with the regulatory requirements for larger companies.
It’s worth noting that an individual can establish only one OPC, and an OPC cannot have a minor as its member. In the following section, you’ll find advantages and disadvantages one will get as a result of OPC registration online.
Advantages of One Person Company (OPC)
Advantages of One Person Company (OPC) include the following:
- Legal Status: An OPC obtains a separate legal entity status, safeguarding the individual who founded it from personal liability for company losses.
- Easy Fundraising: Being a private company, OPCs find it easier to raise funds through venture capitalists, angel investors, and banks compared to proprietorship firms.
- Reduced Compliance: OPCs enjoy certain exemptions from compliance requirements under the Companies Act, 2013, simplifying administrative obligations.
- Simple Incorporation: OPCs can be established with just one member and one nominee, with the member also serving as the director. No minimum paid-up capital requirement simplifies the incorporation process.
- Efficient Management: With a single person managing the OPC, decision-making is swift, leading to efficient company management without conflicts or delays.
- Perpetual Succession: OPCs maintain perpetual succession, ensuring the company’s continuity even with only one member.
In conclusion, OPCs offer several advantages, including limited liability, ease of fundraising, reduced compliance, straightforward OPC company registration and management, and perpetual succession.
Disadvantages of OPC
While OPCs offer advantages, there are also limitations:
- Suitable for Small Businesses: OPCs are primarily suitable for small-scale businesses as they can only have one member. This limits their ability to raise additional capital as the business expands.
- Restriction on Business Activities: OPCs are restricted from engaging in certain activities, such as non-banking financial investments and charitable objectives. Hence, the companies with these business activities are not eligible for OPC company registration.
- Ownership and Management: There’s a lack of clear distinction between ownership and management in OPCs, as the sole member can also be the director. This can potentially lead to ethical concerns or conflicts of interest.
Required Documents for OPC Registration Online
Several essential documents must be prepared and submitted to the Registrar of Companies (ROC) as part of the One Person Company registration process:
- Memorandum of Association (MoA)
- Articles of Association (AoA)
- The nominee’s consent, along with their PAN card and Aadhaar card, must be submitted via Form INC-3.
- Proof of Registered Office
- The proposed director should furnish a declaration in Form INC-9 and their consent in Form DIR-2.
- A declaration by a qualified professional certifying that all necessary legal compliances have been adhered to.
Keep these required documents ready for OPC company registration.
Registration of One Person Company (OPC) in India
In India, OPC company registration is facilitated through the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form, which has replaced the previous application forms for company incorporation.
The OPC Registration process consists of two parts:
- Part A: This initial section of the SPICe+ form is dedicated to securing approval for the desired company name and applying for the Director Identification Number (DIN) or Permanent Account Number (PAN) for the proposed director.
- Part B: The subsequent segment, known as Part B, involves furnishing incorporation-related details. Here, essential information such as the registered office address of the OPC, details about share capital, particulars of the director, and information about the shareholder is provided.
Here are the steps for an OPC registration online.
Step 1: Obtain a Digital Signature Certificate (DSC)
Secure a Digital Signature Certificate (DSC) for the intended director of the OPC. The DSC is utilized for electronically signing crucial documents.
Step 2: Obtain Director Identification Number (DIN)
Acquire a Director Identification Number (DIN) for the proposed director from the Ministry of Corporate Affairs (MCA).
Step 3: Name Reservation
Apply for name reservation through the MCA portal using Form SPICe+ (Part A). Ensure that the chosen name for your company is distinct and does not resemble any existing company or trademark.
Step 4: Prepare MOA and AOA
Draft the Memorandum of Association (MOA) and Articles of Association (AOA) for your company. These documents define the company’s objectives and internal rules.
Step 5: File the Forms
File the necessary forms with the MCA to register One Person Company. Attach the relevant documents to the SPICe+ form, including MOA, AOA, declarations, proof of the registered office, nominee appointment, and other documents as required by the MCA.
Step 6: Certificate of Incorporation
Upon approval by the ROC and verification of compliance requirements, the ROC will issue a Certificate of Incorporation, signifying the successful registration of your One Person Company. Notably, the PAN number (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number) are generated automatically during the incorporation process, eliminating the need for separate applications.
With this Certificate of Incorporation, your OPC is officially recognized and ready to commence its operations in India.
Why IndiaFilings for OPC Registration Online?
IndiaFilings is the ideal partner for OPC registration online for several compelling reasons. With years of expertise in company registration and a deep understanding of the regulatory landscape, IndiaFilings simplifies the often complex OPC registration process. Our one person company registration fees are designed to be affordable while providing exceptional value, ensuring a seamless experience from start to finish.
We offer expert guidance, from name reservation to document preparation and submission for effortless OPC company registration. Our commitment to accuracy and compliance guarantees that your OPC registration process adheres to all legal requirements, while our dedicated support team is readily available to address any queries or concerns you may have. With our transparent one person company registration fees, you can trust IndiaFilings to deliver reliable and professional service tailored to your needs.
OPC Compliance Requirements
OPC Compliance Requirements are tabulated here for ready reference
| No. | Compliance Requirements | Timeline |
| 1 | File INC-20A form for commencement of business | Within 180 days of incorporation |
| 2 | Payment of stamp duty on share certificates | Within 30 days of the issue of share certificates |
| 3 | Conduct a minimum of two board meetings | At least one board meeting in each half of the calendar year and a gap of not less than 90 days |
| 4 | OPCs are exempted from holding an Annual General Meeting (AGM) | No requirement to hold AGM |
| 5 | Directors must disclose their interests | In the first board meeting or whenever there is a change |
| 6 | Directors need to provide a declaration in Form DIR-8 | Annually confirming they are not disqualified |
| 7 | Maintain mandatory statutory registers, minutes book, and other secretarial records | Ongoing maintenance required |
| 8 | File Form AOC-4 (Financial Statements) | Within 180 days from the end of the financial year (March 31) |
| 9 | File Form MGT-7 (Annual Return) | Within 180 days from the end of the financial year (March 31) |
| 10 | Submit the Company’s Income Tax Return | By September 30 of each financial year |
| 11 | Complete DIR-3 KYC (Directors KYC) | By September 30 of the next financial year |
| 12 | Appoint an auditor through ADT-1 | For five years |
| 13 | File E-Form MSME-I (Half-Yearly Return) | For April to September by October 31 and for October to March by April 30 |
| 14 | File E-Form DPT-3 (Return of Deposits) | By June 30 for companies with outstanding loans/amounts as of March 31, regardless of deposit definition |
Corporate Stationery
After a Person Company (OPC) is registered, purchasing the following stationery for One person company compliances matters is advisable.
- Name Board: All companies, including an OPC, are required to paint or affix the name of the Company and the address of its registered office outside every office or place in which it carries on business.
- Company Rubber Stamp: A round rubber stamp bearing the name of the Company and a straight rubber stamp bearing the name of the Company, along with the designation of the authorized signatory, can be purchased. Company rubber stamp is required for executing various legal documents like Board Resolutions, bank account opening forms, cheques, etc.,
- Letterhead: The name and registered office address of the OPC must be printed on all letterhead, invoices, notices, and other official documents of the Company.
Note: For an OPC, it’s essential that the words “One Person Company” be mentioned in brackets below the name of the Company, wherever its name is printed, affixed, or engraved.
