OPC formation procedure: Register a One Person Company

The Corporate laws in India were completely revolutionized by the Companies Act of 2013. It introduced several new concepts that did not exist previously. On such was the One Person Company concept. It led to a completely new way of starting businesses with flexibility which a company offers, and the protection of limited liability that sole proprietorship lacked.

Countries like China, Singapore, UK, Australia, and the USA. Have already recognized the ability of individuals to form a company. This blog explains the steps involved in OPC formation procedure.

What is One Person Company?

According to Section 2(62) of Companies Act, a One Person Company as a company that has only one person as to its member. Its members are subscribers to its Memorandum of Association, or its shareholders.

Only one shareholder acts as its member. Formed with one founder/promoter for the business. Entrepreneurs in early stages prefer to create OPC due to its advantages.

What are the difference between OPC and Sole Proprietorship?

• A sole proprietorship involves a single person owning the business, but it differs from an OPC.
• An OPC has its own assets and liabilities, and the promoter is not personally liable for the debts of the company as it is a separate legal entity distinguished from its promoter.
• Sole proprietorships allows attachment and sale of promoter’s own assets in case of non-fulfilment of the business’ liabilities.

What are the features of One Person Company?

Some features of a One Person Company:

• Private Company:
  According to Section 3(1) (c) of the Companies Act, a single person can form a company for any lawful purpose. OPC are described as private companies in it.
• One member:
  Unlike other private companies, OPC can have only one member or shareholder.
• Nominee:
  The sole member of the company needs to appoint a nominee while registering the company.
• Perpetual succession isn’t allowed:
  Upon the death of the only member in an OPC, the nominee can choose or reject to become its sole member.
• Minimum one Director:
  OPC need to have minimum one person (the member) as director, and can have a maximum of 15 directors.
• No minimum paid-up share Capital:
  According to the Companies Act, 2013, there is no minimum paid-up capital for OPC.
• Special Privileges:
  Compared to other companies, OPC enjoy several privileges and exemptions under the Companies Act.

What are OPC formation procedure in India?

A person can form an OPC by subscribing to the memorandum of association and fulfilling other requirements prescribed by the Companies Act of 2013. It should state details of a nominee who shall become the company’s sole member if the original member dies or is not capable to enter into contractual relations.

This memorandum and the nominee’s consent to his nomination are filed to the Registrar of Companies with an application of registration. The nominee can withdraw his name at any point in time by submission of requisite applications to the Registrar. The member has the right to cancel his nomination.

One Person Companies: Membership

Only natural persons who are Indian citizens and residents can form a One Person Company in India. He cannot be a member or nominee of more than one OPC at any point in time.

In the case of companies, they themselves can own shares and be members. Minors can’t become members or nominees of OPC by law.

OPC into other Companies: Conversion

Rules restrict the conversion of One Person Company into Section 8 companies having charitable objectives. Only after the expiry of two years from the date of their incorporation, OPC can voluntarily convert into other kinds of companies.

One Person Companies: Privileges

Under the Companies Act, OPC enjoy the following privileges and exemptions.

• They need not hold annual general meetings.
• Cash flow statements need not be a part of their financial statements.
• Annual returns need not be signed by the company secretary, directors can do too.
• Independent Directors are not subject to provisions.
• Additional grounds for vacation of a director’s office are found in their articles.
• Meetings and quorum related provisions do not apply.
• The remuneration to directors can be more compared to other companies.

What is the minimum capital for OPC?

As of September 2021, the minimum authorized capital for incorporating an OPC is INR 1 lakh. There is no minimum paidup capital for OPC or any specific minimum capital amount required.

Can one person company be formed in India?

Yes, a One Person Company can be formed in India. The Companies Act of 2013 allows a single person to form a company for any lawful purpose.

How to register a one person company?

Amendments to the previous Companies Rules, 2014 were made by the Central government on 22nd January 2016 called as the Companies Amendment Rules, 2016, incorporating a Company is simplified according to it.
The company formation is now possible by filing INC-29 with the Registrar of Companies, within whose jurisdiction, the registered office of the business is proposed to be situated.

Step 1:  DIN (Form DIR-3) & DSC Application

A unique identification number called the Director Identification Number is issued by the Ministry of Corporate Affairs to a director or a person who is decided to become the director of the company.

Along with this, certain relevant documents are to be submitted, they are as follows:

• Identity Proof- A copy of PAN Card is mandatory to be submitted.
• Submission of Address proof; it could be a copy of the following:
  • Passport
  • Election/Voter Card
  • Ration Card
  • Driving License
  • Electricity/Telephone Bill
  • Aadhar Card
  • Details of current occupation
  • Email ID of the Applicant
  • Contact details (Mobile/Landline number)
  • Educational Qualification and documents
  • Applicant signed Verification
  • Digital Signature Certificate form duly signed by the applicant

Self attested documents are to be submitted, and a gazetted officer needs to attest the ID-proof and Address-proof.

Step 2: Name Approval

Once the DIN, DSC, and DIR applications are filed choose the name of the Company and get it approved.
This is an important stage involving the following process:

• Checking the Name Availability:
  • All the names that are possible needs to be studied, MCA (Ministry of Corporate Affairs) website can also be referred. Since any pre-existing name can be rejected/opposed by the ROC (Registrar Of Company), scrutinize if the Name already exists in the trademark registry or not.
• Choosing the Name:
  • You need to decide six names that you want to grant as your company name, after thorough research with several sources, and arrange them according to your preference and priority.
• Reservation of Name:
  • The Registrar of Company is to be filed with INC-1 (an application for reservation of name), wherein the six options for the name of the company that you have decided according to your preference/priority are to be written down along with explanation of its significance.

Step 3: MOA & AOA Drafting

The primary objectives, fundamental provisions and the purpose of the Company’s constitutionare covered in a Memorandum of Association. The Article of Association is another important document that will contain rules and regulations governing the internal management of the company and bounds the company with its members.

Step 4:  E-forms filing with ROC

The application of incorporation is submitted in Form INC-2 and the following documents are to be attached;

• Memorandum of Association (MoA)
• Article of Association (AoA)
• Proof of identity of member and nominee
• Residential proof of member and nominee
• Copy of PAN card for both the member as well as nominee
• Consent of nominee in form INC-3
• Affidavit from the shareholders and the initial director in form INC-9
• Specimen signature in form INC-10
• Director’s consent in DIR-2 format
• Registered office’s address proof (Lease deeds/Rent Agreement/ Conveyance etc. along with rent receipts)
• Utility bill copies (utility service proof like telephone, electricity, gas etc.)
• Declaration by professionals in INC-8
• Particulars of shareholders to MoA

Step 5: Fee & Stamp duty payment

Once the documents are filed online, the ROC fees and stamp duty is filed electronically, based on the company’s authorized capital.

Step 6: Verification by ROC

The Registrar of companies will then scrutinize and verify all the documents and inform about the required changes once you are done with the payment of RoC fee and stamp duty.  Keeping in mind the changes and suggestions you are required to modify the documents to avoid any kind of objection or rejection.

Step 7: Certificate of Incorporation by ROC

This is the final stage where you get the “Certificate of Incorporation” which means that you can now start company’s operation. The Registrar of Companies signs the “Certificate of Incorporation” after verification of all the documents, which is then sent to the Director of the company. In order support Green Initiative and avoid wastage of paper, Ministry of Corporate Affairs (MCA) has now made it all electronic format.

Once you receive “Certificate of Incorporation”, no more waiting as you can start off with the operation of your company and lead to a successful business. Since there are there are still some Post Company registration formalities to be done, The Certificate of Incorporation will be having “validity unknown” displayed at the end.

Conclusion

The introduction of the Companies Act of 2013 in India brought about significant changes, including the establishment of the OPC concept, providing a unique and flexible business structure with limited liability. This blog outlines the OPC formation procedure, the distinctions from sole proprietorships, and the step-by-step procedure for OPC incorporation in India.

By recognizing the privileges and exemptions granted to OPC under the Companies Act, entrepreneurs can make informed decisions about utilizing this innovative business model to streamline company registration and operations.

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