One Person Company (OPC) Registration, Incorporation of OPC Online
Have Queries? Talk to CECL Experts
Have Queries? Talk to CECL Experts
Gone are the days when you required minimum two persons to form a company. Now, you can register your company without involving any other person in the form of Private Limited Company. What this means for you? It means that along with the benefits of OPC, you also enjoy exemptions of Private Limited Company. The introduction of OPC in the legal system is a move that encourage micro businesses and entrepreneurships currently in a Proprietorship Form. Now, with the concept called OPC, everyone can have One Person Company registered.
This concept of OPC has been brought by the Companies Act, 2013 and it states that One Person Company is in the nature of a private company itself which has only one person as its member. At the time of incorporation, the Memorandum of Association must name a nominee for the sole member of an OPC. The minimum number of directors for an OPC is also one but you can always increase the number of directors. OPC provides the option of limited personal liability of proprietors (as opposed to unlimited liability in sole proprietorship). Businesses which currently run under the proprietorship model could get converted into OPC’s without any difficulty with the help of our CECL Business Advisors, precisely Experienced Company Secretaries.
One Person Company is registered under the Companies Act, 2013 and regulated by the Ministry of Corporate Affairs (MCA) with its extended hand called Registrar of Companies (RoC) of the respective states where the OPC will have its registered office address.
To register your start-up as One Person Company, there are certain set of documents required to begin with the registration procedure of One Person Company under the regime of Central Registration Centre (MCA).
You will be glad to know that most of the documents which are filed with the Incorporation Department of MCA called Central Registration Center (CRC) are drafted by us for your convenience. List of documents required from your end:
Identity Proof is required for the shareholder and director(s). Identity Proof has to be PAN Card copy. Note that a foreign national cannot incorporate an OPC. The Document must be self-attested.
Two Address Proofs are required for proposed shareholder and director(s). First is Driving License/ Passport/ Voter ID and while Second can be Bank Statement/ Electricity Bill/ Mobile Bill/ Telephone Bill.
Mobile Number and E-mail ID are required and the same shall belong to the promoter only and not of any professional or closed relatives too. Further, one email address of proposed Company is also required.
Educational Qualification of the proposed directors is to be provided. However, no proof for the educational qualification is required. The CRC (MCA) does not ask for its copies to be attached with the incorporation documents.
A recent copy of the Electricity Bill/ Gas Bill/ Mobile Bill/ Telephone Bill is required. A rental agreement or lease/sale deed along with NOC from the landlord with his/her consent to use the office as a registered office is also required. Rent Agreement would not be required if the place is in the name of any of the directors.
Finally, based on the above documents provided we prepare the drafts documents as per the company law which are required to be submitted to CRC (MCA). At CECL, we make it simple with our experience and knowledge of regular OPC Company Registration for you. You are not required to visit any place and we will complete the company registration procedure at the comfort of your home as the process is completely online.
Note: In addition to the above documents, you need to share with us the desirable company name and we will check its availability. Scope of the company, proposed share capital and place of business are some of the basic information we do require from your end.
The OPC Company Registration is a legal process requiring knowledge of company law as well as attestation service by a Professional who must be either Company Secretary or Chartered Accountant or Cost Accountant. It is always prudent to consult a professional than a consultant in the company registration journey to make it seamless with zero apprehension of wrong submission of documents and declaration. At Compliance Ease Cure LLP, we have dedicated team for registration of companies anywhere in India. Recently, the MCA changed the Incorporation procedure to include DIN allotment, Issuance of PAN, TAN, GST, EPFO, ESIC, Profession Tax (only in Maharashtra) and Opening of Bank Account. The registration is done through Spice+ which has basically two parts:
Name Reservation (Applicable to New Companies only)
Company IncorporationApplication for DINPAN ApplicationTAN ApplicationGSTIN ApplicationEPFO RegistrationESIC RegistrationOpening of Bank Account for the CompanyProfession Tax Registration (only for Maharashtra)Book a free consultation with (OPC) Company Registration Professional at Compliance Ease Cure LLP today and do not let your dreams of becoming an entrepreneur take halt in the way to success.
Section 2(62) of the Companies Act, 2013 define “One Person Company” as a company which has only one person as member.
1. OPC is a type of Private Company and only a natural person who is an Indian citizen and resident in India: -(a) shall be eligible to incorporate a One Person Company;(b) shall be a nominee for the sole member of a One Person Company.“Resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty-two days during the immediately preceding one calendar year.
2. Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria specified in sub rule (2) within a period of one hundred and eighty days.3. No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.4. Such Company cannot be incorporated or converted into a company under section 8 of the Act.5. Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of anybody corporates.6. No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.7. A natural person can be member of only one “One Person Company”, at any point of time and the said person shall not be a nominee of more than a One Person Company. The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.8. The name of the person nominated shall be mentioned in the memorandum of One Person Company and such nomination in Form INC-32 (SPICe plus), Single Application for Incorporation of Company, along with consent of such nominee obtained in Form INC-3 and fee as provided in the Companies (Registration offices and fees) Rules, 2014 which shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.The Companies Act, 2013 classifies companies on the basis of their number of members into One Person Company, Private Company and Public Company. As stated above, a private company requires a minimum of 2 members. In other words, a One Person Company is a kind of private company having only one member. Section 3(1)(c) lays down that a company may be formed for any lawful purpose by one person, where the company to be formed is to be One Person Company that is to say, a private company. In other words, one-person company is a kind of private company.
A One-person company shall have a minimum of one director. Therefore, a One Person Company will be registered with one member and one director. By virtue of section 3(2) of the Act, an OPC may be formed either as a company limited by shares or a company limited by guarantee; or an unlimited liability company.
One of the best features of One Person Company registration is that the liability of the person who invests money into the business (also known as shareholder) will be limited to the amount invested by him/her which also means that personal property of the promoter will remain safe and secure. This limited liability builds confidence of young entrepreneurs to fulfil their dream of having their own Company.
The separate legal entity feature gives your company to keep yourself and the company at length recognizing its own separate identity. In the eyes of law, Company and its Representatives are different personalities and Company can sue and be sued on its own name without the name of its shareholder or director(s).
This is what makes the registered OPC different from proprietorship where on the death of proprietor, the firm ceases to exist but in case of registered company, even the death of director(s)/shareholder cannot stop the company to exist.
During the lifetime of the Company, if the shareholder wishes to exit from the company, he/she can do so by simply transferring his/her shares. It is very easy to transfer shares to other person by way of share transfer arrangements. This gives the shareholder the freedom to take informed decision whether to continue or not at any given point of time.
Company being a legal person can own property on its own name through its Legal Representative. The Property includes Intellectual Property (IPR) such as Trademark, Copyright, Patent and Design too. Company can also mortgage property the same way as a natural person to banks or any other financial institution.
Company being a Legal Person, when there comes a requirement to borrow capital or funds, it can be done through various modes of borrowing. Some of them could be Private Equity/ Angel Investor/ Venture Capitalist/ Short-term capital from Directors or their Relatives and Debts through Banks or FIIs.
Any Investor who is looking to make investment generally prefers One Person Company than the old Proprietorship Firm because conversion of OPC to Private Limited Company is easy. This is what makes a One Person Company investment ready. A Private Limited Company can also get itself registered under DPIIT (Earlier DIPP) Scheme of Start-up India under Ministry of Commerce & Industry, Govt. of India to enjoy numerous benefits which the Indian Govt comes up time to time.