Government has introduced one more type of company that is One person Company. We have prepare a comprehensive article on How to register One Person Company (OPC), I hope the same will make you understand this new concept of OPC.
One Person Company means, a company which has only one person as a member. Only a natural person who is an Indian citizen and resident in India shall be eligible to incorporate a One Person Company and be a nominee for the sole member of a One Person Company.
This article on How to register One Person Company (OPC), further explains the benefits that the government has given to such entities. the list of such benefits are as follows:-
- OPC is legal entity separate from its members
- The liability of member is limited
- The OPC being a private Limited company, encourages new entrepreneurs to set up his/her own business without the help of a second member.
- The mandatory requirement of appointment of Statutory auditor and re-appointment of auditor is not applicable.
- The provisions of Section 98, 100 to 111 of Companies Act 2013 related to holding of general meetings shall not apply.
- Section 173 for holding and conducting minimum number of four Board meetings every year shall not apply.
This article on How to register One Person Company (OPC), further explains the restrictions that the government has imposed on such entities. the list of such restrictions are as follows:-
- The person who is already a member or nominee of 1 OPC, cannot incorporate more than 1 OPC or become nominee in more than one such company.
- No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.
- OPC cannot be incorporated or converted into a company under section 8 of the Act.
- OPC cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporate.
- 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).
This article on How to register One Person Company (OPC), further explains the minimum requirements for the One Person Company which are as follows:-
- Minimum one Director
- Minimum one member
- Minimum Share Capital shall be Rs. 100,000/-
This article on How to register One Person Company (OPC), further explains the steps by step process of of registration of OPC which are as follows:-
- Acquiring the digital Signature
- Obtaining the Director’s Identification Number (DIN) we have to make an application for Director Identification Number (DIN) in form DIR-3 and following documents required for DIR-3 Application :
- Identity Proof: Copy of PAN Card (Income Tax Permanent Account Number (PAN) is mandatory in case of Indian National and in such cases applicant details should be as per Income tax PAN)
- Address Proof: Copy of Passport/ Election/Voter ID/Driving license/ Aadhar Card Electricity/telephone (i.e. Utilities) bill. Address proof must be in the “Name of Applicant” only and utility bill shall not be older than 2 months from the date of filing of the e-form.
- Passport Size Photograph (latest) : 1 photocopy or a soft-copy in (.JPEG format)
- Current Occupation
- Email Address of the Applicant
- Mobile/Cell Number
- Educational qualification
- Verification to be signed by the Applicant in eForm – DIR4
3. Application to be made in Form No. INC.1 for reservation of name of the proposed OPC. An applicant has to provide at least 6 names in the order of their preference/priority along with their meaning and significance of each word. He can himself search for the available names by visiting the MCA Website: Check Name Availability
It is also advisable to check any pre-existing Trademarks already registered with the Company name being Proposed, since ROC normally scrutinizes the same & may reject the proposed names on that basis (if similar TM Name is already registered).
4. Application to be made in Form No. INC.2 for application of Incorporation of the Company
Following are documents that are mandatory attachments to e-form INC-2 , the details of which is as follows:-
- Memorandum & Articles of Association
- Proof of identity of member and nominee
- Residential proof of Member and nominee
- Copy of PAN card of member and nominee
- Consent of nominee in Form No. INC-3
- Affidavit from the subscriber and first Director to the memorandum in Form INC-9
- Specimen Signature in Form No. INC-10
- Consent to act as Director of company in DIR-2 format
- Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement etc. along with rent receipts)
- Copies of the utility bill (proof of evidence of any utility service like telephone, gas electricity etc. depicting the address of the premises not older than two months is required to be attached).
- Proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/Person (not taken on lease by company)
- Declaration by Professional in INC-8
- Particulars of Subscriber to Memorandum and Articles of association
- Payment of RoC Fees & Stamp Duty
- After filing of documents online, we need to make payment of RoC fees and Stamp Duty electronically which is based upon the Authorised Capital of the Company.
- Verification of documents/forms by RoC
- After payment of all RoC Fees & Stamp duties, RoC verifies/scrutinises all the documents and form and may suggest few changes to be made in the attachments or form itself. We need to make necessary changes accordingly.
- Issue of Certificate of Incorporation by RoC
- Once all the Forms are duly approved by RoC, the digitally signed “Certificate of Incorporation” is emailed to the Directors.
- As part of the Green Initiative by the MCA (Ministry of Corporate Affairs), few Certificates including “Certificate of Incorporation” are now issued only in the electronic format i.e. soft-copy (having digital signature of RoC Registrar). Once the Incorporation Certificate is received, Company can start it’s operations.
- The Certificate of Incorporation (CoI) received in the .pdf (which opens in “Adobe Reader”) format, may display “Validity Unknown” for the Digital Signature.