OPC Registration Form

What is OPC Registration ?

An OPC is the most modern form of business in India proposed by the Companies Act, 2013 and understand for a-One Person Company.

A forward-thinking idea was launched which promotes the incorporation of micro-businesses and persons with entrepreneurial ideas and to give a boost to entrepreneurs who have high potential to begin their venture by permitting them to build a single person company.

You can easily register one person company under the outlines of the companies Act 2013 and the laws thereto, where it was made viable for a single person company to work as a company without the complexity of having partners. This encourages more people to come forward to commence a business. The OPC is fit for small businesses where the turnover is not likely to cross Rs. 2 Crores. IN OPC Registration it’s important to note that the nominee or the director should be Indian Resident.

One Person Companies are benefiting largely in developing the overall economy of India. More and more Entrepreneurs are coming up and commencing their business. By incorporation of OPC, the company can enjoy the benefits in banking point and are eligible for Banking loans, credits. So, if you want to start up your own business, you don’t have to worry about all the network and slow processes.

Choose OPC because

The following is the eligibility guidelines for OPC Registration in India.

  • Can have more than 1 directors, but the shareholder cannot be more than 1.
  • Not affected by the death of a member or shift in ownership.
  • Effortless to set up and maintain comparatively.
  • Restricts the liabilities of its members
  • Minimum Paperwork is needed.
  • Can work as Stockbroker or Sub-broker
  • Not multiple compliances
  • No interference from any third party is seen
  • Even no person is permitted to incorporate more than 1 one-person company.

What is Included In Our OPC Registration Package?

  • DIN for 1 Directors
  • MOA/AOA
  • Digital Signature For 1 Director
  • ROC Fees & Pan card
  • Name search & approval
  • Free Accounting Software & GST filing

Procedure For OPC Registration

Complete our OPC Form

You are required to fill your details in our simple online questionnaire.

Obtain DSC and DIN for Director of OPC

Then, we shall obtain DSC and DIN for directors and apply for name approval of OPC.

Verification and Name Approval of OPC

Details provided by you for OPC registration will be verified by our experts.

Apply for the COI of OPC

We will apply for and obtain a certificate of incorporation for OPC and then apply for TAN and PAN.

Your OPC is now Ready

Once your OPC is registered, we shall send you TAN and PAN via courier.

Eligibility Criteria for OPC Registration

The following is the eligibility guidelines for OPC Registration in India.
  • Only a person who is a citizen of India and resident in India. Resident in India refers to a person who had lived in India for a time not less than 182 days in the preceding one year
  • Legal entities like company or LLP cannot join an OPC.
  • A nominee must be selected by the promoter while the incorporation.
  • The least authorised capital must be Rs 1 Lakh.
  • An OPC is restrained from operating a minor as its member.
  • If an OPC crosses a turnover of over Rs 2 crores or has a paid-up capital more than Rs 50 lakhs. It must be converted into a private or public within 6 months.
  • Least 1 Shareholder/Nominee/Directors

Why OPC Registration ?

Limited Liability

Separate Legal Entity

Uninterrupted Existence

Borrowing capacity

Minimum Requirements for OPC Registration

One Shareholder

One Director

One Nominee

One Person

Privileges on choosing OPC

Limited Liability

The directors’ personal property is forever safe in no matter the debts of the business. In OPC only investment in the company is lost, personal assets of the directors are saved.

Continuous Existence

An OPC has a separate legal identity, it would pass on to the nominee director, therefore, it has continued existence.

Greater Credibility

An OPC requires to have its books audited yearly, it has higher credibility between vendors and lending institutions.

Easy to Sell OPC

OPC Company is simple to sell because of limited documentation work.

Full Control over the Company with a Single Owner

This fact helps in fast decision making and execution. Yet OPC can select as many as 15 directors for official functions, without providing any share to them.

Easy to raise funds and loans

OPC is 1 of the easiest forms of corporate entities to operate. Very few ROC filing is to be registered with the Registrar of Companies. No need to handle Annual General Meeting and other regular compliances.

Documents Required For OPC Registration

There are multiple reasons to choose private limited company
    • Preferred by banks, VCs & investors.
    • Easy to allocate and redistribute shares to investors or other directors.
    • Separate legal entity which limits your liability.
    • Offers the flexibility of a partnership firm and the advantages of a Public Ltd Company.
    • Easy to register, manage & run.
    • Easy to dissolve or wind-up.

Important Forms for OPC Registration

There are multiple reasons to choose private limited company
    • Preferred by banks, VCs & investors.
    • Easy to allocate and redistribute shares to investors or other directors.
    • Separate legal entity which limits your liability.
    • Offers the flexibility of a partnership firm and the advantages of a Public Ltd Company.
    • Easy to register, manage & run.
    • Easy to dissolve or wind-up.

5 Steps For Company Registration

1. Application of DSC & DPIN :

First of all, the partners have to apply for Digital signature and DPIN. Digital signature is an online signature used for filing and DPIN refer to Directors PIN number issued by MCA. If the directors already have DSC and DPIN, then this step can be skipped.

2. Name approval :

You need to provide 3 different options for your company name to MCA of which one will be selected. Names provided should ideally be unique and suggestive of company business.

3. MOA & AOA submission :

Once name is approved, one needs to draft Memorandum of association and Articles of Associate. Both MOA and AOA are filed with the MCA with the subscription statement and

4. Get incorporation certificate :

It typically takes 15- 25 days to form a Private limited company and get the incorporation certificate. Incorporation certification is a proof that company has been created. It also includes your CIN number.

5. Apply for PAN, TAN and Bank account :

Then you need to apply for PAN and TAN. PAN and TAN are received in 7 working days. Post this, you can submit the Incorporation certificate, MOA, AOA and PAN with a bank to open your bank account.

Steps for Incorporation of OPC

Step 1. Obtain DSC and DIN :

The proposed directors must obtain a Digital Signature Certificate(DSC) from 8 authorised DSC makers.

Step 2. Reservation of name :

An application for the reservation of a suitable name must be made in Form No. INC-1.

Step 3. Entrenchment Provisions :

In case the articles of association contain provisions for entrenchment, the company must inform the Registrar of such provisions in Form No.INC-2 at the time of incorporation of the company or in case of existing companies (by amendment of the articles of association), the same must be filed in Form No.MGT-14 within 30 days from the date of entrenchment of the articles.

Step 4. Articles of Association :

Model articles of association have been provided in Tables F, G, H, I and J of Schedule I, as are applicable, and can be adopted by a company either in totality or otherwise.

Step 5. Application for incorporation of OPC :

An application must be filed, with the Registrar of Companies(ROC) within whose jurisdiction the registered office of the company is proposed to be situated, in Form No.INC-2.

Step 6. Signing of Memorandum and Articles of Association :

The MOA and AOA of the company must be signed by the sole member who is also the subscriber to the memorandum, who must give details of his name, address, description and occupation, if any, in the presence of at least one witness who must also attest the signature and must also sign and give his details.

Step 7. Affidavit of Subscriber and the director :

The affidavit must be submitted by sole member who has subscribed to the memorandum and named in the articles in Form No.INC-9.

Step 8. Particulars of Subscriber :

The sole member must file the particulars of subscription with the Registrar at the time of incorporation.

Step 9. Nomination by the sole member :

1. The subscriber to the memorandum of a One Person Company must nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.

2. The name of the person nominated shall be mentioned in the memorandum of One Person Company and such nomination in Form No INC-2 along with consent of such nominee obtained in Form No INC-3.

Step 10. Declaration by professionals

The declaration by an Advocate, a Chartered Accountant, a Cost accountant or Company Secretary in practice shall be in Form No. INC-8.

OR

Online Filing of OPC :

The Ministry of Corporate Affairs (MCA) has issued an integrated incorporation form INC-32. So now, an OPC can be incorporated online by filling the Simplified Proforma for Incorporating Company Electronically (SPICe) form in Form INC-32 (using Digital Signature Certificate of the Director)along with (eMOA) in Form INC-33 and (eAOA) in Form INC-34.

Basic Requirement to Register OPC

    • Sign on annual returns.
    • Only One Person Required: As the name suggests only one person can act as shareholders or nominee of the company. Minimum 1 Director must be an Indian resident
    • Resident Director: One director needs to be a resident of India, he/she will consider as the resident of India only if they have stayed at least 182 days in the previous financial year despite having citizenship. Only Indian residents can be Shareholder & Nominee
    • Capital Requirement: There is n minimum capital requirement invest the way you want for your business.Minimum Authorised Share Capital to be Rs. 1 Lakh
    • Unique Name of Company: The stated name of the company never matches any existing company or LLP. Must verify the trademark registry to assure that the name does not resemble with any registered trademark in India.
    • DSC and DIN: Director Identification Number for all Directors and Digital Signature Certificate for promoter and witness

Taxation Rules for OPC Company

      • It is necessary to file Income Tax Returns.
      • TDS to be filled all quarter stating the TAN. Deducting tax at source is obligatory if the company has employees.
      • Getting an ESI registration is necessary by law if the OPC employs more than 10 persons.
      • Enrolling of VAT and service tax returns is required for OPC with valid certification.

      Under the tax rate slab, OPC’s income is taxed at 30% of its entire income in the fiscal year. This is slightly higher than the tax slab rate for people which is 10% to 30% of the income depending upon the income of such person

Exemptions for an OPC

  • Sign on annual returns.
  • Hold Annual General Meetings and Board Meetings.
  • Sign on Financial Statements.
  • Option to dispense with the requirement of holding an AGM.
  • Power of Tribunal to call meetings of members.
  • Calling of extraordinary general meeting.
  • Notice of meeting.
  • Statement to be annexed to notice.
  • Quorum for meetings.
  • Chairman of meetings.
  • Proxies
  • Restriction on voting rights.
  • Voting by show of hands.
  • Voting through electronic means.
  • Demand for poll.
  • Postal ballot.
  • Circulation of members’ resolution.

Mandatory Annual Compliances of OPC Every Year

  • Minimum 2 board meetings as prescribed under the Act.
  • Statutory audit by a chartered accountant.
  • Appointment of Auditor
  • Filing of ITR
  • Annual filings to the registrar of companies
  • Maintaining Minutes and statutory registers
  • Form AOC-4 for financial statement
  • MGT-7 for an annual return

Timeline for OPC Registration Process

5 BUSINESS DAYS

Firstly, the OPC director must apply for the DSC i.e. Digital Signature Certificate, which is necessary to register for the company registration records. It needs only a few scanned copies of documents for the submission. After that our experts will record the form by filling it and put it online for certification.

7 BUSINESS DAYS

The application for the DSC is done, our experts will ask you to pick a name for your company. Also, ask to send the appropriate scanned documents for the same. The sent documents will be applied to file for the SPICe i.e. INC-32 and the MoA. Lastly, after the completion of this process, the Certificate of Incorporation will be prepared and approved.

2 BUSINESS DAYS

All companies require an enrolled PAN and TAN Number. The application will be registered online by our experts. But, you will be directed to courier the hard copies of the important documents yourself. We will inform about the processing, the TAN and PAN. It will be dispatched to you to your registered office address within 21 days of working days.

Concerns Related to OPC Registration

  • Minimum authorised share capital required for One Person Company having share capital is Rs.1,00,000/-.
  • Minimum and maximum number of members for One Person Company is one only.
  • The subscriber to the Memorandum must make the payment for the total amount of shares subscribed by him to the company upon incorporation.
  • It is a separate legal entity yet only one person is responsible for the workings of the company. A total contrast from what Sole Proprietorship offers.
  • There can be only one member at a time. However, one nominee is mandatory to be appointed. This member and nominee cannot be a minor.
  • An OPC can be limited by guarantee or limited by shares or unlimited company.
  • An OPC limited by shares must comply with following requirements :
    • Must have a minimum [paid up share capital of INR 1 Lac.
    • Shares will not be allowed to be transferred to anyone else.
    • An OPC is prohibited from giving any invitations to public to subscribe for the securities of the company.
  • No OPC can voluntarily convert into any other kind of company within two years from the date of incorporation of One Person Company, except when the threshold limit of paid up share capital, being fifty lakh rupees, is crossed or its average annual turnover during the relevant period exceeds two crore rupees.
  • An OPC cannot convert into a company registered under OPC.
  • An OPC is required to give a legal identity by specifying a particular name under which the activities of the company can be carried on. The words ‘One Person Company’ must be mentioned below the name of the company, wherever the name is affixed, used or engraved.
  • An OPC is subject to the same taxes as a Private Limited Company.
  • When an OPC limited by shares or by guarantee enters into a contract with the sole member of the company, who is also the director of the company, the terms of contract or offer must be recorded in writing or contained in a memorandum or recorded in the minutes of the Board meeting held next after entering into the contact.
  • An OPC must Inform the Registrar about every contract entered into by the company with the sole member of the company within a period of fifteen days from the date of approval.

Factors to Consider in OPC Name Selection

The name of your OPC is very important. Your OPC’s name is the first impression to your buyers, suppliers and stakeholders. It should therefore be attractive, relevant and suggestive. There are several factors that you should keep in mind while choosing a name for your company.

Short & Simple

The name should be concise and not be too long. People should be able to recall and pronounce your company’s name easily the first time they hear or read it.

Meaningful

The name of your OPC should be relevant to your business. It should fit the company’s branding strategy. For example, Infosys refers to information systems or IT technologies

Unique

Name of your OPC should not be exactly the same or identical to an existing LLP or company or trademark or for which a trademark has been applied for. Ideally, you should avoid plural version e.g, “Snapdeals” or merely changing the letter Case or punctuation marks or spacing in an existing LLP, Company and Trademark name.

Suffix

OPC’s are not required to end their name with “Private Limited” or “Limited”.

Should not be illegal / offensive

The name of your LLP should not be against law. It should not be abusive or against the customs and beliefs of any religion and should not use words or phrases which are used as a slur and are offensive to a particular group of people. Further, names cannot include foul words or phrases.

Should not violate any laws

Your OPC’s name should not be given under and violate the Emblems and Names (Prevention of Improper use) Act, 1950. Click here to check the names. (See the Schedule).

Should not use the words “British India”.

How is the OPC Company different from other companies?

S. No Particulars OPC Company Private Company LLP
1 Eligibility Only an individual who is an Indian citizen and resident in India is eligible to incorporate an OPC Any individual be it NRI or Indian citizen can form a Private limited company. Any person and group of corporate can be a partner in LLP
2 Minimum Requirement Member – 1,
Director – 1,
Nominee of Sole Member – 1
Members – 2,
Directors – 2
Designated Partners – 2
3 Procedure Get DSC, DIN, MoA & AoA along with INC-32 Incorporation Filing, PAN, TAN Applications Acquire DSC, MoA & AoA along with INC-32 Incorporation Filing, PAN, TAN Applications Collect DSC, DPIN, Name Approval, Filing for Incorporation, File LLP Agreement, PAN and TAN Applications
4 Existence Existence of an OPC is never dependent on the Nominee or Director. Can be dissolved by Regulatory Authorities. A private limited company is not dependent on the directors or shareholder. Can be dissolved only intentionally or by Governing Authorities. LLP can sustain its survival irrespective of changes in partners.
5 Credibility Medium High Medium
6 Time Taken in Registration 15 – 20 Days 10 – 15 Days 15 – 20 Days
7 Conversion System Cannot be converted before 2 years Can be converted into LLP Not directly converted into a Private Limited Company
8 Compliance Requirements Annual Return Filing
No Board Meetings, if only one director
No General Meetings
Annual Return Filing
Board Meetings & General Meetings
Annual Return Filing
9 Statutory Audit Compulsory Compulsory Only in case contribution is more than 25 lakhs and less than 40 Lakhs
10 Fund Raising Options Low High Low
11 Recommended For Sole promoters Start-ups and growing Professional services firms
12 Foreign Investment Not Allowed Allowed Allowed

Frequently Asked Questions

One Person Company (OPC) a new company formation, upholds the advantages of sole proprietorship and the corporate state having one member, as the Director and a nominee. The concept of OPC Registration was started by the Companies Act, 2013 to give a boost to the entrepreneurs who have the capability of commencing their own venture. They are applicable to create a single person company. The OPC Registration is mandatory for all entrepreneurs.

At least one nominee is required to start an OPC who can act as a shareholder as well as a director.

The least capital demand is Rs. 1 Lakh but this amount vary from your investment. Authorised capital and investment are not the same in OPC Company. You can invest as much as you want to but when you need to incorporate a company professionally, it has to be begun with Rs.1 Lakh as capital.

Any individual/organization can become a member of One person company including foreigners/NRI’s.

The entire procedure is 100% online and you don’t have to be present at our office or any other office for incorporation. A scanned copy of documents has to be sent via mail.

a) Compliances are low
b) Simple to incorporate
c) Fee and expenses are less
d) Body corporate
e) Limited liability

No, you are not permitted to form more than 1 OPC and nominee in your company cannot be selected as the nominee in any other OPC company.

There is absolutely no other payment. We will send you an all-inclusive invoice, with no hidden charges.

The basic necessary compliance are:-
• Keeping a proper book of accounts
• Statutory audit of Financial Statements
• Filing of company income tax return all year before 30th September
• Recording Annual ROC return which covers form MGT

No, FDI is not permitted for OPC Company formation, if it does then it will lose its real nature of OPC.

No there are no special tax advantages available for OPC. Tax is paid at the flat rate of 30% on profits.

Normally, at LegalRaasta the registration process takes 7 working days.

If the member dies, the nominee takes over the activities of the company and within 15 days, the company has to intimate the Registrar of Companies by registering Form INC-4 with the designated fee.

• At least 1 shareholder
• At least 1 director. The director and shareholder can be the same person.
• Minimum one nominee
• Shareholder/nominee need to be a resident of India
• Minimum Rs.1 lakh to be authorized share capitals.
• DSC and DIN for director

A lot of people considering an OPC registration go with the private limited company structure because it is mandatory to convert an OPC to a private or public limited company if turnover is over Rs. 2 crores or paid-up capital is over 50 Lakhs.

Yes, It is necessary to modify its memorandum and articles by giving a resolution and to give impact to the conversion and to make significant changes incidental thereto.

You need to have a bank account with a minimum balance. This could be as little as Rs. 5000. You don’t need to invest any more capital to start the business.

OPC cannot be incorporated or transformed into Section 8 Company i.e. the company with charitable purposes etc. Also, cannot carry out any non-banking financial activities, including investment in securities of all body corporate.

If OPC or any officer of such company violates the provisions of Companies Rules 2014, they shall be punishable with a penalty which may reach to Rs.10,000. And if you ignore this penalty gets to extend to Rs.1,000 for every day along with Rs.10,000 and continues.

Every company at the first Annual general meeting select an individual or a firm as an auditor who needs to hold the office from the conclusion of that meeting to the conclusion of its 6th annual general meeting.

1. An OPC limited by shares must comply with the following requirements:
a. Must have a minimum paid-up share capital of INR 1 Lac.
b. Shares will not be allowed to be transferred to anyone else.
c. An OPC is prohibited from giving any invitations to the public to subscribe to the securities of the company.2. When an OPC limited by shares or by guarantee enters into a contract with the sole member of the company, who is also the director of the company, the terms of contract or offer must be recorded in writing or contained in a memorandum or recorded in the minutes of the Board meeting held next after entering into the contract.
3. An OPC must inform the Registrar about every contract entered into by the company with the sole member of the company within fifteen days from the date of approval.

Yes, the OPC within 60 days from the date of applicability of sub-rule (1), provide a notice to the Registrar and notifying that it has ceased to be an OPC. Also, it is now required to change itself into a private company or a public company by way of its paid-up share capital or average yearly turnover.

An OPC is exempted from doing the following compliances:
1. Sign on annual returns
2. Hold Annual General Meetings and Board Meetings
3. Sign on Financial Statements
4. Option to dispense with the requirement of holding an AGM
5. Power of Tribunal to call meetings of members
6. Calling of the extraordinary general meeting
7. Notice of meeting
8. Statement to be annexed to notice
9. Quorum for meetings
10. Chairman of meetings
11 Proxies
12. Restriction on voting rights
13. Voting by show of hands
14. Voting through electronic means
15. Demand for poll
16. Postal ballot
17. Circulation of members’ resolution

eFilingCompany provides OPC incorporation services across India in all cities. We have done OPC registration in Mumbai, Delhi, Gurgaon, Noida, Bangalore, Chennai, Hyderabad, Ahmedabad, Kolkata, Surat, Pune, Jaipur, Lucknow, Kanpur, Nagpur and other Indian cities.

The annual return shall be approved and signed by the Company Secretary (CS) or if there is no company secretary get it done by the Director of the Company.

eFilingCompany is one of the best online service portals to help register OPC’s in India. We have 10 years of experience in the application of OPC registration. Incfile has 30+ regional offices in India and expands its network in India with 2000+ customers for OPC Company.