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One-person company has been introduced in the Companies Act, of 2013. The major intent was to support businesspersons capable of starting a venture, by them. This is also done by means of allowing them to create a single-person economic entity. One of the major advantages of a One Person Company (OPC) is that there only one member is allowed in OPC. On the other hand, a minimum of two members is needed for incorporating and maintaining a Private Limited Company or a Limited Liability Partnership.
• Shares shall not be permitted to be transferred to anyone else.
• One Person Company is forbidden from giving any invitations to the public to subscribe to the corporation’s securities.
• No One Person Company could voluntarily convert into any other type of corporation within 2 years from the date of incorporation of One Person Company, bar when the threshold limit of paid-up share capital, is Rs 50 lakh, is crossed or its average annual turnover during the applicable period exceeds Rs 2 two crores.
• One Person Company shall not convert into a corporation registered under Section 8.
• One Person Company is requisite to give a lawful identity by stipulating a particular name under which the activities of the corporation could be carried on. The words ‘One Person Company’ should be cited below the name of the firm, wherever the name is affixed, utilized, or engraved.
Every corporation name should be in three parts. The first name is the name of the company. The second name is the object part, and the last one displays what is the type of corporation. For instance, for Mayur clothing limited, one could see that Mayur is the name of the company, clothing shows the object of the corporation, and limited shows the type of company.
The name of the One Person Company in India is required to be valid when it is registered under the Companies Act, 2013.
The process required for a One Person Company registration includes;
Application for Reservation of Name
An individual could make an application for the reservation of a name for the One Person Company in India through online mode. An individual is required to visit the official website of MCA where the applicant could file the application. An individual is required to fill out the form INC-1.
There is Reserve unique name (RUN) web service available on the MCA portal where an individual could Reserve a name for the One Person Company in India. An approved name is valid for 20 days starting from the date of approval (if the name is being reserved for a new corporation)
The documents needed to be submitted by the company partners for One Person Company registration are;
• Scanned copy of PAN Card or passport (Foreign Nationals and NRIs)
• Scanned copy of Aadhar Card/ Voter’s ID/Passport/Driver’s License
• Scanned copy of current Bank Statement or Telephone or Mobile Bill or Electricity or Gas Bill
• Scanned passport-sized photo
• Specimen autograph or impression
The documents needed to be submitted FOR THE REGISTERED OFFICE for One Person Company registration are
• Scanned copy of current bank statement or phone or mobile bill or electricity or gas Bill
• Scanned copy of Notarized Rental Agreement in English
• Scanned copy of NOC from the property owner
• Scanned copy of Sale Deed/Property Deed in English (for owned property)
The process of One person company registration includes the;
1. Apply for DSC: The primary step is to obtain the Digital Signature Certificate (DSC) of the proposed Director which needed the following documents:
• Address Proof
• Aadhaar card
• PAN card
• Photo
• Email Id
• Phone Number
2. Apply for DIN: When the Digital Signature Certificate (DSC) is made; the following step is to apply for the Director Identification Number (DIN) of the proposed Director in SPICe Form with the name and the address proof of the director.
3. Name Approval Application: While incorporating a One person company in India, it is to decide on the name of the Company. The name would be approved by the MCA.
4. Documents Required: One must prepare the following documents which are needed to be submitted to the ROC:
o The Memorandum of Association (MoA)
o The Articles of the Association (AoA)
o As there is only 1 Director and a member, a nominee for such an individual has to be appointed because in case he becomes incapacitated or expires and cannot implement his responsibilities the nominee would perform for the director and take his place. His consent in Form INC – 3 shall be taken along with his PAN card and Aadhar Card.
o Proof of the registered office of the proposed Corporation along with the proof of ownership as well as a NOC from the owner.
o Affidavit and Consent of the proposed Director of Form INC -9 and DIR – 2.
o A declaration through the professional certifying that every compliance has been made.
5. Filing of forms with MCA: All these documents shall be attached to the SPICe Form, SPICe-MOA, and SPICe-AOA with the DSC of the Director and the professional, and shall be uploaded to the MCA site for approval.
After uploading, Form 49A and 49B would be generated for the PAN and TAN generation of the Corporation which have to be uploaded to MCA after affixing the DSC of the proposed Director.
6. Issuing of the certificate of Incorporation: On verification, the Registrar of Companies would issue a Certificate of Incorporation and the individual could commence the business.
eStartIndia is a professional tech-based online legal service that helps clients to simplify the procedures of all kinds of registration, implementation, tax concerns, and any additional legal compliances and services related to business in India.
Obtain DSC & DIN — eStartIndia will apply for Digital Signature (DSC) and Director Identification Number (DIN) (about 1 – 2 working days)
Name Approval — eStartIndia will apply for company name approval (about 2 – 3 days)
MoA and AoASubmission — eStartIndia will prepare MoA and AoA(about 5 – 7 days)
Certificate of Incorporation, PAN, TAN, Bank Account — eStartIndia will file SPICeform for obtaining Certificate of Incorporation (CoI), PAN, TAN & Bank Account (about 10 – 12 days)
Congratulations! Your work is done. You can download your Incorporation certificate and Incorporation kit from your dashboard after company incorporation. We also send your Incorporation kit & certificate on your registered email.
No. Once the registration process is complete and the bank account is opened, share capital can be deposited anytime within two months.
No. An OPC continues its existence until it is closed down officially by its owners. However, an OPC is required to file basic annual returns with the office of Registrar of Companies (RoC).
Yes. The address of the company can be changed anytime post Incorporation.
No. A One Person Company by definition is a privately owned company and thus its shares are not open for trading in the public domain.
Any natural or juristic person can become a member of One Person Company including NRI’s as well as foreigners.
A DIN or the Director Identification Number is a unique number that identifies the director of a company. When any person is appointed as a company director, the DIN must be mentioned in the relevant documentation.
A digital signature certificate or a DSC is an electronic signature of a person which is in encrypted form. DSC is used for the signing of e-forms (electronic forms) while filing documents for company registration.
For every contract entered into by an OPC with the sole member (also the director) of the company, the RoC must be informed within 15 days of approval of such a contract.
An OPC which is limited by shares is not allowed to share transferability; is not allowed to give the public invitation for company securities subscription;
For every contract entered into by an OPC by shares or by guarantee with the sole member (also the director) of the company, the contract terms must be either contained in a memorandum or recorded in writing or recorded in Board meeting minutes held just after contract approval.
No, an individual can register only one OPC at a time. Also, this rule applies to the nominee of an OPC.
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