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One Person Company Registration

An One Person Company (OPC) in India, as defined by the Companies Act of 2013, is an innovative business model enabling a single individual to establish a company. This structure uniquely combines the advantages of limited liability and perpetual succession within a sole-person entity.

Before the 2013 Companies Act, forming a company required at least two individuals. However, the introduction of the OPC framework simplified this for individual entrepreneurs. Unlike private or public companies, which need a minimum of two directors and members, an OPC can be formed and managed by a single person. If you’re interested in this structure, One Person Company Registration provides a streamlined way to set up your business, offering limited liability and fewer compliance hurdles.

Under Section 262 of the Companies Act of 2013, OPC registration is a legally recognized procedure in India. This company type only requires one director and one member, significantly reducing the administrative and compliance load compared to a private company.

Tax2Fin guarantees exceptional satisfaction and prompt delivery of your One Person Company Registration Certificate. Our expert team handles all government requirements. For efficient One Person Company registration and comprehensive compliance services, feel free to contact us.

Process of One Person Company Registration

  • Obtain Digital Signature Certificates (DSCs)

    The initial step involves obtaining Digital Signature Certificates for the individual who will be the director. This is essential for securely and authentically signing documents submitted electronically during the registration process.

  • Director Identification Number (DIN)

    Secure a Director Identification Number (DIN) for the director. This unique identification number is a mandatory requirement for anyone holding a director's position in a company.

  • Document Preparation

    Prepare all the required documents, which typically include identity proof, address proof, and recent photographs of the proposed director. Ensuring all documents are in order is crucial for a smooth application.

  • Name Availability Check

    Before proceeding, verify the availability of your proposed company name. The name must be unique and not closely resemble any already registered entities. This check can be performed via the Ministry of Corporate Affairs (MCA) portal.

  • E-filing for Company Incorporation

    Once your desired name is approved, you can proceed with filing the online application using the SPICE+ (Simplified Proforma for Incorporating Company Electronically) form. All necessary documents, including the Memorandum of Association (MOA) and Articles of Association (AOA), are submitted electronically to the Registrar of Companies (ROC).

  • Certificate of Incorporation

    After your application is successfully processed and verified by the ROC, your company will be issued a Certificate of Incorporation. This document serves as the official confirmation of your One Person Company's legal establishment.

It’s important to remember that specific requirements and procedures might vary based on your local jurisdiction.

Documents Required for One Person Company Registration

  • Director and Shareholder PAN Cards

    For all proposed Directors, you'll need their PAN Card. For all Indian Shareholders and Directors, both their PAN and Aadhaar Cards are required.

  • Business Address Verification

    If the business property is owned, provide a copy of the Registry and the latest government electricity bill. If the property is rented, you'll need the Rent Agreement, the latest government electricity bill, and a No-Objection Certificate (NOC) from the landlord.

  • Additional Director Documents

    Each proposed Director must submit a utility bill, telephone bill, mobile bill, or bank statement that is no older than two months as proof of address. You'll also need their mail ID and mobile number, along with the Draft Articles of Association and Draft Memorandum of Association.

  • Photographs and ID

    Finally, you'll need latest passport-sized photographs of all proposed Directors, along with their Aadhaar Card or Passport for identification.

  • Mail ID and Mobile number

    Mail ID and Mobile number of proposed Director along with Draft Articles of Association and Draft Memorandum of Association.

Advantages of an One Person Company Registration

One Person Company
  • Legal Identity

    An OPC is a separate legal entity from its owner, meaning the owner's personal assets are protected. Any liabilities of the company are limited to the owner's investment in the business, and the OPC itself, not the individual owner, is subject to legal proceedings.

  • Funding Opportunities

    As a recognized private entity, an OPC is more attractive to investors like venture capitalists and angel investors. This structure makes it easier for the company to access various sources of capital, which can facilitate growth and expansion.

  • Reduced Compliance

    OPCs benefit from certain relaxations in compliance requirements under the Companies Act of 2013. For instance, they are not obligated to prepare cash flow statements, and there's no requirement for company secretaries to compile annual reports or maintain highly detailed account books, simplifying regulatory burdens.

  • Simplified Incorporation and Management

    Setting up an OPC is a straightforward process with minimal legal complexities. A single individual can efficiently manage the entire company, which significantly streamlines decision-making. Resolutions can be passed easily by simply documenting them in the minutes book, thereby avoiding internal conflicts and delays common in multi-person entities.

  • Perpetual Succession

    Despite having only one member, an OPC benefits from perpetual succession, meaning the company's existence is uninterrupted by the owner's death. During the incorporation process, the sole member nominates a successor who will take control of the company in the event of the original member's demise, ensuring business continuity.

These characteristics position an OPC as a compelling choice for individual entrepreneurs in India. It effectively merges the benefits of a formal company structure, such as limited liability, with the operational simplicity typically associated with a sole proprietorship.

Features of One Person Company Registration

  • Single Shareholder

    Unlike conventional companies that mandate a minimum of two shareholders, an OPC can be established and owned entirely by a single individual. This sole shareholder also has the flexibility to serve as the company's director.

  • Limited Liability

    A significant advantage of an OPC is that the shareholder's personal assets are safeguarded from the company's financial failures or debts. The extent of liability is strictly limited to the capital amount personally invested in the business, protecting the owner's personal wealth.

  • Ease of Formation and Management

    OPCs are considerably simpler to establish and manage due to their single-owner structure. The administrative workload and ongoing compliance requirements are notably less burdensome compared to other, more complex types of company formations.

  • Perpetual Succession

    An OPC benefits from the principle of perpetual succession, which means the company's existence continues uninterrupted even if the sole owner passes away or decides to exit the business. This continuity is guaranteed by the mandatory appointment of a successor during the company's initial formation.

  • No Minimum Paid-up Capital Requirement

    There is no statutory requirement for a minimum paid-up capital to commence an OPC. This means an individual can form an OPC with any amount of capital they deem appropriate, offering flexibility in initial investment.

  • Nominee Appointment

    It is a mandatory requirement for the sole member of an OPC to appoint a nominee during the incorporation process. This appointed nominee will automatically become the new shareholder in the unfortunate event of the original owner's death or if they become incapacitated.

  • Fewer Compliance Burdens

    OPCs enjoy several exemptions and concessions under the Companies Act, which significantly reduces the overall compliance burden compared to more complex corporate structures like private limited companies. This simplification makes it easier for individual entrepreneurs to manage their legal obligations.

  • Separate Legal Entity

    An OPC functions as a distinct legal entity entirely separate from its owner. This means the company has the legal capacity to enter into contracts, own property in its own name, incur debts, and can sue or be sued independently of the individual who owns it.

These features make the OPC a desirable option for entrepreneurs in India who wish to start a venture on their own while enjoying the benefits of limited liability and less regulatory burden.

Restrictions with regard to One Person Company

While One Person Companies (OPCs) in India offer great advantages and flexibility, the Companies Act of 2013 also outlines specific limitations. Here are the main restrictions:

  • Number of Members and Directors: An OPC is strictly limited to having only one member (shareholder) at any given time. However, it is permitted to have more than one director.

  • Mandatory Conversion: An OPC is required to convert into either a private or public limited company if its average annual turnover exceeds ₹2 crore for three consecutive financial years, or if its paid-up share capital surpasses ₹50 lakh.

  • No Investment in Securities: OPCs are prohibited from engaging in Non-Banking Financial Investment activities, which specifically includes investing in securities of any other corporate entity.

  • Nominee Requirements: The sole member of an OPC must appoint a nominee. This nominated person will become the company’s member if the original member dies or becomes incapacitated. The nominee must be a natural person, an Indian citizen, and a resident in India (having stayed in India for at least 182 days in the preceding calendar year).

  • No Minor as Member or Nominee: A minor is not permitted to be either a member or a nominee of an OPC, nor can they hold shares with beneficial interest in the company.

  • Residency Status: The sole member of an OPC must be an Indian resident, meaning they must have resided in India for a minimum of 182 days during the immediately preceding calendar year.

  • Formation of Multiple OPCs: An individual can only be a member in one OPC at any given time. This restriction also applies to the nominee of an OPC.

  • Voluntary Conversion Restrictions: An OPC generally cannot voluntarily convert into any other type of company until at least two years have passed since its incorporation. This restriction is waived only if the company’s turnover or paid-up capital exceeds the prescribed threshold limits.

  • Foreign Ownership and Investment: Foreign nationals and Non-Resident Indians (NRIs) are generally not permitted to form OPCs in India. Furthermore, there are specific restrictions on Foreign Direct Investment (FDI) into OPCs.

These limitations are in place to ensure that the OPC model is utilized by genuine individual entrepreneurs for smaller-scale operations and is not misused for larger business activities typically suited for other corporate structures.

How Tax2Fin helps you in the One Person Company Registration Process?

We are committed to providing our clients with comprehensive support throughout the One Person Company Registration process. You will be assigned a dedicated personal manager to guide you every step of the way.

Our team will assist you in the following areas:

  • One Person Company Name Search: Helping you find a suitable and available name for your OPC.
  • One Person Company Name Approval: Facilitating the approval of your chosen company name with the authorities.
  • Obtaining DIN: Assisting you in acquiring the Director Identification Number (DIN).
  • Assist in drafting of MOA & AOA: Providing support in drafting the essential Memorandum of Association (MOA) and Articles of Association (AOA) for your company.
  • Filing of SPICe+ Form on the MCA portal: Handling the electronic filing of the SPICe+ Form on the Ministry of Corporate Affairs (MCA) portal.
  • Getting you your OPC’s Certificate of Incorporation, PAN & TAN: Ensuring you receive your OPC’s official Certificate of Incorporation, Permanent Account Number (PAN), and Tax Deduction and Collection Account Number (TAN).

Steps to be taken care of Post Registration of the One Person Company

Here’s a breakdown of the key compliances mandated by the MCA for your reference. Our team will actively help you avoid missing any of these obligations, as we specialize in One Person Company Registration to ensure all your legal requirements are met efficiently.

  • DIN KYC

    This is a mandatory annual process for all directors, requiring them to complete their Director Identification Number (DIN) Know Your Customer verification once every year.

  • Business Commencement Certificate

    All companies incorporated in India currently need to obtain a Business Commencement Certificate within 180 days of their incorporation. This is a one-time activity that requires the directors to deposit the company's paid-up capital into its bank account and submit the bank statement to the Ministry of Corporate Affairs (MCA) for verification.

  • Income Tax Return Filing

    This is an annual compliance obligation. As per Income Tax Laws, companies are required to file their income tax return using Form ITR-6 each year. If applicable, a Tax Audit report, which must be digitally signed, also needs to be submitted.

  • Auditor's Appointment

    According to the Companies Act, an OPC must appoint a Chartered Accountant to conduct the Registrar of Companies (ROC) audit within 30 days of its incorporation.

  • ROC Annual Filing

    This is a recurring annual activity. At the close of each financial year, once the income tax return has been filed and the ROC Audit report prepared, the company's Annual Return (using Form AOC-4 and Form MGT-7) must be uploaded to the MCA portal. These forms require digital signatures from both the directors and the Chartered Accountant who performed the audit.

FAQs

An OPC is a business structure allowing a single individual to both establish and operate a company. It merges the advantages of a sole proprietorship with those of a company, offering benefits such as limited liability and continuous existence.

Only Indian residents are eligible to establish an OPC in India. Non-resident Indians (NRIs) and foreign nationals are not permitted to incorporate an OPC in the country.

Key requirements include having only one member and at least one nominee, along with a minimum of one director, and a unique company name. The process involves obtaining a Digital Signature Certificate (DSC) and Director Identification Number (DIN), followed by registration via the Ministry of Corporate Affairs (MCA) portal.

Yes, an OPC has the option to convert into either a private or a public limited company. This conversion is possible after the OPC fulfills specific criteria, such as meeting minimum paid-up capital requirements and existing for a certain duration.

The owner’s financial responsibility in an OPC is restricted to their capital contribution in the company. This structure protects their personal assets from any business debts or liabilities.

OPCs are subject to the same tax regulations as private companies in India. There are no distinct tax advantages; they fall under the general corporate tax regime.

Yes, an OPC is able to secure funding from various sources like venture capitalists, financial institutions, and angel investors. However, it is not permitted to issue shares or other securities to the general public.

One Person Companies (OPCs) are required to maintain financial records, submit annual returns to the MCA, and have their accounts audited each year. Despite these, they generally face fewer compliance obligations compared to other company types.

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