A new concept has been introduced in the Company’s Act 2013, about the One Person Company (OPC). In a Private Company, a minimum of 2 Directors and Members are required whereas in a Public Company, a minimum of 3 Directors and a minimum of 7 members. A single person could not incorporate a Company previously.
But now as per Section 62 of the Company’s Act 2013, a company can be formed with just 1 Director and 1 member. It is a form of a private company but the compliance requirements are lesser than that of a private company.
One Person Company (OPC): Process of Registration
1. Apply for DSC: The first Step is to obtain the Digital Signature Certificate (DSC) of the proposed Director which required the following documents:
- Address Proof
- Aadhaar card
- PAN card
- Email Id
- Phone Number
2. Apply for DIN: Once the Digital Signature Certificate (DSC) is made, the next step is to apply for the Director Identification Number( DIN) of the proposed Director in Form DIR – 3 along with the name and the address proof of the director.
3. Name Approval Application: The next step while incorporating an OPC is to decide on the name of the Company. The name of the Company will be in the form of “ABC (OPC) Private Limited”. We have to file INC – 1 for the name approval to the Ministry of Corporate Affairs (MCA) by giving 6 names in the order of the preference along with the significance of keeping that name. Once the name is approved by the MCA we move on to the next step.
4. Documents Required: We have to prepare the following documents which are required to be submitted to the ROC:
- The Memorandum of Association (MoA) which are the objects to be followed by the Company or stating the business for which the company is going to be incorporated
- The Articles of the Association (AoA) which lays down the bylaws on which the company will operate.
- Since there are only 1 Director and a member, a nominee on behalf of such person has to be appointed because in case he becomes incapacitated or dies and cannot perform his duties the nominee will perform on behalf of the director and take his place. His consent in Form INC – 3 will be taken along with his PAN card and Aadhar Card.
- Proof of the Registered office of the proposed Company along with the proof of ownership and a NOC from the owner.
- Affidavit and Consent of the proposed Director of Form INC -9 and DIR – 2 resp.
- A declaration by the professional certifying that all compliances have been made.
5. Filing/Approval of forms with MCA: All these documents will be attached to Spice Form, Spice MOA and Spice AOA along with the DSC of the Director and the professional, and will be uploaded to the MCA site for approval.
After uploading, Form 49A and 49B will be generated for the PAN and TAN generation of the Company which have to be uploaded to MCA after affixing the DSC of the proposed Director
6. The issue of the certificate of Incorporation: On verification, the Registrar of Companies (ROC) will issue a Certificate of Incorporation and we can commence our business.
Frequently Asked Questions (FAQs)
1. Who is eligible to act as a member of an OPC?
Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC.
For the above purpose, the term “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 financial year.
2. A person can be member in how many OPCs?
A person can be a member of only one OPC.
3. Is there any tax advantage on forming an OPC?
There is no specific tax advantage to an OPC over any other form. The tax rate is flat 30%, other tax provisions like MAT & Dividend Distribution Tax applies as they apply to any other form of company.
4. Is there any threshold limits for an OPC to mandatorily get converted into either private or public company?
In case the paid-up share capital of an OPC exceeds fifty lakh rupees or its average annual turnover of immediately preceding three consecutive financial years exceeds two crore rupees, then the OPC has to mandatorily convert itself into a private or public company.
5. What is the mandatory compliance that an OPC needs to observe?
The basic mandatory compliance are:-
- Maintenance of proper books of accounts
- Statutory audit of Financial Statements
- Filing of business income tax return every year before 30th September
- Filing Annual ROC return which includes form MGT 7
6. Who cannot form a One Person Company?
- A minor shall not eligible becoming a member
- Foreign citizen
- Non Resident
- Any person incapacitated by contract
7. How do I convert an OPC to a Private limited company?
Mandatory Conversion of One Person Company (OPC) to Private Limited Company (PLC) is required in case a One Person Company meets certain parameters, like:
a) Effective date of increase in the paid-up share capital of a One Person Capital beyond rupees fifty lakhs, AND
b) An increase of average annual turnover during the period of immediately preceding three consecutive financial years is beyond rupees two crores.
In the above case, the One Person Company shall be mandatorily required to convert itself into either a private or a public company Within a Period of Six Months. In this article, we look at the procedure for conversion of one Person Company into a private limited company or limited company.
Voluntary Conversion of OPC to Private Limited Company:-
- When a One Person Company gets incorporated, it cannot convert itself to Private or Public company for a period of not less than two years from the date of incorporation
- If the time period has elapsed and two years time period is over, a One Person Company can apply for converting itself to Private Limited Company or Public limited company
- The Conversion process should be done as per the rules and regulations laid down by the Companies Act, 2013 under Section 18, and Rule 7(4) of the Companies (Incorporation) Rules, 2014