About One Person Company (OPC)
One Person Company is essentially a concept that involves the features of a Private Limited Company and the benefits of Sole Proprietorship. The Companies Act of 2013 governs it, and only one director and one member—who may both be the same person—are required to incorporate the organisation. Major companies like Amazon initially started by being OPC.
Benefits of OPC
- Limited Liability
The OPC's separate legal entity protects the individual who has incorporated it. The member’s liability is limited to their shares, and they are not personally liable for the company's loss.
- Easy Incorporation
It is fairly easy to incorporate OPC as only one member( can also be the Director), and one nominee is required for its Company incorporation. The minimum authorised capital for incorporating OPC is Rs.1 lakh, but there is no minimum paid-up capital requirement.
- Smooth Management
Like Sole Proprietorship, OPC is owned and managed by a single person, making business management decision-making much easier without any conflicts. The compliance requirements are fewer with such kind of incorporation.
- Perpetual Succession
Even with just one member, the OPC has the feature of continuous succession. One member must choose a nominee while incorporating the OPC. When the sole member passes away, the nominee will take over management of the business.
- Availability of Funds
Since being a separate legal entity, OPC can avail funds through venture capital, angel investors, incubators, etc. The process of getting loans from banks and other financial institutions is relatively easier.
Limitations of OPC
- Impractical Business Structure
The structure and features can only benefit a small business. It restricts expansion as no members or shareholders can be added as the company continues to grow. The OPC also cannot carry out Non-Banking Financial Investment activities, including the investments in securities of any corporates.
- Limited Resources
The OPC’s structure limits the functioning of the companies operations in terms of the management of the business and the resources, etc. Given that it is led/created by one person, it also restricts the skills and knowledge base that other entity-types attract.
Documents Required to registration of OPC
- Documents of the Proposed Director as PAN Card, Aadhar, Address Proof, Utility Bills, Photographs, etc.
- The Memorandum of Association (MoA)
- The Articles of Association (AOA)
- Nominee consent in Form INC – 3 will be taken along with the PAN card and Aadhar Card.
- Proof of the Registered office of the proposed Company, proof of ownership, and a NOC from the owner.
- Declaration and Consent of the proposed Director of Form INC – 9 and DIR – 2, respectively.
- A declaration of compliance from a certified Professional.
Registration/ Incorporation Process
1. Obtain a Digital Signature Certificate (DSC)
- A DSC is a digital method of verifying or attesting a document.
- A class 2 or class 3 DSC can be obtained through any Government Certifying Agencies (CAs).
- You can directly approach CAs for an Aadhar e-KYC-based verification or through the help of supporting documents like PAN, proof of Identity, address proof, etc.
- The DSC is often issued with one year or two year validity. DSC is mandatory for all witnesses in the Memorandum of Association (MOA) and Articles of Association (AOA).
- This link has details on all certifying agencies athorized to issue DSCs.
2. Obtain a Director Identity Number (DIN)
- A DIN serves as a director's identification number.
- There are two ways to obtain a DIN -
- i. One can either file the eform DIR 3 to get a DIN allotment, or
- ii. Apply for DIN through the SPICe+ form. A maximum of three directors can apply for DIN via the SPICe+ form.
- c. One DIN is sufficient to serve as a director in any number of businesses.
- d. Note: SPICe+ form is used to register your company. More information on the SPICe+ form is provided in the following steps. For additional information on obtaining DIN you can visit the link provided here.
3. Name Approval
- Name Reservation, for a OPC is done under the SPICe+ 32 application form.
- Just one preferred name and the rationale for preserving needs to be specified.
4. Company Registration
- Once the name is approved, the SPICe form is submitted in the MCA portal along with the following documents:
- A class 2 or class 3 DSC can be obtained through any Government Certifying Agencies (CAs).
5. Follow-on steps
- A Certificate of Incorporation will be issued after verification by the Registrar of Companies (ROC).
- The PAN and TAN of the company are simultaneously generated.
- A bank account is then needed to be opened, which can be done through the AGILE-PRO-S linked web form.
Post-Incorporation Compliances
Even though there are lesser compliances, fulfilling the provisional requirements that come with such kind of incorporation is mandatory.
- Minimum of two board meetings, with at least one in each half of the year and a minimum of 90 days separating each meeting.
- Filing of Form INC-20A for the commencement of business within 180 days of Incorporation.
- Declaration in form DIR-8 and Disclosure of Interest through MBP-1.
- Maintenance of mandatory statutory registers, minutes Book, and other secretarial records.
- Filing of Financial Statements through Form AOC-4 at the end of the Financial year.
- Filing of Annual Returns through form MGT-7 at the end of the Financial year.
- Auditor Appointment for at least five years and filing of ADT-1 form.
- Income Tax Return
- Director’s KYC
Closure of One Person Company
- Pay off all the liabilities and debts.
- With the support of two-thirds of the OPC's creditors, pass a resolution for the voluntary winding up of the organisation.
- The notice of this board resolution, coupled with a declaration, must be sent to the relevant Registrar Of Companies (ROC) within ten days of the creditors' approval.
- Filing an application with the relevant ROC for the OPC to be struck off, as well as filing the Board Resolution in support of winding up. If the closing OPC has been dormant for one year after incorporation, the Form FTE must be filed with the ROC within 30 days of signing the closing OPC's statement of assets and liabilities.
- The resolution to dissolve the corporation must also be published in the Official Gazette or a local newspaper.
- All required reports, accounts, and documents like Statement of Accounts, Statement of Assets and Liabilities, and Indemnity Bond must be submitted to the Tribunal as well as the Registrar.
- Lastly, after verification of all the documents, the Tribunal and the Registrar will pass the winding-up and declare the OPC closed.
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