The Companies Act, 2013 introduced concept of One Person Company (OPC), which was not in existence in Companies Act, 1956, to facilitate those enterprenuers who can start their business themselves. OPC is form of Private Company. In case of Private Company, atleast two members are required to start and maintain their Company but in case of OPC a single person can start his/her business in form of Company.
Forming OPC is best suitable for those who are single owner of their business and running business in small or medium scale. Every OPC shall nominate a nominee in a MOA and AOA of the Company, who will become a member of OPC in case of death or incapacity of Single Member.
It is to be noted that status of OPC sustain only if both criteria fulfilled by OPC i.e
All One Person Company incorporated in India is covered under Companies Act, 2013 and Ministry of Corporate Affairs, power delegated to Registrar of Companies, is regulatory authority of all OPC incorporated in India .
All Proprietors/single person who were doing their small/medium scale businesses in form of Proprietorship but were not getting privileges provided to private limited companies, forming One Person Company is all solution for them.
It is preferred form of business among small and medium size entrepreneurs due to its many advantages as under:
Unlike Private Companies, only one person can form OPC.
Liability of Member of OPC is limited like other form of Company. Member of OPC will not incur personal liability unlike proprietorship.
A single person can start their OPC with minimum capital as no minimum capital criteria is required by law.
Like other form of Company, OPC also has Separate Legal Entity. So the Member and OPC are distinct from each other.
OPC is regulated by Ministry of Corporates Affairs (MCA), power delegated to Registrar of Companies (ROC), unlike entrepreneurs which is unregulated entity.
OPC is best suitable for small and medium entrepreneurs keeping in view criteria as mentioned above. OPC shall enjoy all privileges as provided to Private Companies.
As an OPC needs to have its books audited annually, it has the greater credibility among the vendors and the lending institution.
Member of OPC shall nominate one nominee, who will become a Member in case of his/her death or incapacity.
Only a natural person who is Indian Citizen and resident in India can incorporate OPC. Resident in India means a person who had resided in India for a period not lesser than 182 days in the prior calendar year.
Proposed Director(s) must have Director Identification Number
All Partners must have digital signature.
Address Proof for the registered office.
Proposed Name of OPC must not be similar or identical to any other Company or LLP.
Object/business to be conducted in proposed OPC must be Legal.
Minimum capital contribution to be contributed by Member.
Address of registered office of OPC.
Passport-sized photograph of proposed director/Member and Nominee .
a copy of the PAN of proposed director/Member and Nominee.
a copy of the aadhaar card of proposed director/Member and Nominee.
Any on Proof of Identity like Voter ID/Driving Licencense/Passport of proposed director/Member and Nominee.
Any one Latest Bank Statement / Electricity bill/Telephone or Mobile Bill (Not older than two months) of proposed director/Member and Nominee.
In case of NRI or foreign national as a partner): Passport should be notarized or apostilled as applicable by the relevant authorities
Valid mobile number of proposed director/Member and Nominee.
Valid Email-id of proposed director/Member and Nominee.
For registered office (i) address proof, electricity bill or any utility bill (not older than 2 months) (ii) duly signed NOC from Owner and (iii) If Rented, Duly notarized rent agreement along with one month receipt.
Apply for Digital Signature Certificate (DSC) of Member.
Finalisation of Name of OPC and drafting of Memorandum of Association (MOA) and Article of Association (AOA) of OPC respectively.
Obtain a written consent of Nominee in Form INC-3 who will undertake the entity after the death or incapacity of former Member.
After finalisation of Name of OPC drafting of MOA & AOA , Preparation and filing of Form Spice+ for Name Approval , DIN application, Incorporation of OPC , Issue PAN & TAN and Opening of Account.
After getting approval of OPC , Certificate of Incorporation will be issued.
Once the incorporation certificate is obtained and opening of Bank Account, the Member must deposit the amount mentioned in the MOA of the Company.
Once, the equity capital is infused into the Bank's current account; the Company can file for the commencement of business with the MCA. Commence of Business certificate must be obtained within 180 days of incorporation in Form INC-20A to avoid a penalty.
In case notice of the situation related to registered office was not filed during incorporation, it must be filed within 30 days after incorporation in Form –INC 22.
Every OPC is required to comply with the annual compliance requirements. These compliances are mandatory for all OPC whether they have started their business or not.
Every OPC must maintain its Minutes of each meeting held and statutory registers.
Annual Return is required to be filed with the Registrar of companies in Form-MGT-7 .
After LLP registration, every OPC is required to submit their income tax return by 30th September every year.
Audit financials is required to be filed with the Registrar of companies in Form-AOC-4 .
According to Companies Act, 2013, it is mandatory to file all Form MGT-7 and AOC-4 annually. There is a provision for per day penalty of INR 100/- of each form in case of any failure in filing of said forms for reporting OPC ’s .