One Person Company and Its Features

One Person Company and Its Features

What is an OPC?

One Person Company in India is a new concept that has been introduced with the Company's Act 2013. One Person Company in India is incorporated by a single person. Before the enforcement of the Companies Act 2013 a single person was not able to establish a company. An OPC has features of a Company and the benefits of the sole proprietorship. Earlier if a person had to establish a business then he or she should only opt for a sole proprietorship.

According to Section 2 (62) of the Company's Act 2013, a company can be formed with just 1 director and 1 member. One Person Company registration in India is a type of entity where there are lesser compliances requirements than that of a Private Limited Company.

One Person Company Registration in India can be obtained under the Companies Act 2013 with just one single member and one Director. The Director and member can also be the same person. Here an individual who may be a resident or Non-resident Indian can register an OPC in India.



What are the benefits of Incorporating an OPC in India?

Status of a separate legal entity: An OPC registration in India receives the status of a separate legal entity. Here the liability of the member is limited to his or her shares and he or she is not personally liable for the losses that are incurring.

Easy to obtain funds: As One Person Company is a separate legal entity it is easy to raise funds through venture capitals, angel investors, incubators, etc. One Person Companies get loans easily than a proprietorship firm. It is very easy to obtain funds.

Fewer Compliances: There are certain exemptions to the OPC when it comes to compliances under the Companies Act, 2013. There is no need for the Company Secretary to sign the books of accounts and annual returns and is to be signed only by the director.

Easy Incorporation: It is easy to incorporate an OPC as only one member and one Nominee are required for the incorporation. The member can be the Director too. For incorporating an OPC in India the minimum paid-up capital required is Rs.1 lakh. Thus, it is easy to incorporate a One Person Company as compared to other forms of the entity.

Easier to manage: The OPCs are easier to manage as they can be established as well as run by one single person. The decision-making is easy and quick. Thus managing a company is easy as there won't be any conflict or delay within the company.

Perpetual succession: A person needs to be appointed as a Nominee. On the death of the member, the nominee will run the company in the member's place.


What are the documents required for OPC registration in India?

To register a One Person Company in India an applicant has to submit the following documents:

  • PAN Card
  • Aadhar Card
  • Photo ( Of Director and Nominee)
  • Latest Bank statement or any bill that bears the name of the Director or the nominee
  • Latest Bill for the office address.

How to obtain OPC Registration?

Application for DSC: The following documents are required to obtain the Digital Signature Certificate for the proposed Director for which the following documents need to be submitted:

  • Address proof
  • Aadhar Card
  • PAN Card
  • Photo
  • Email Id
  • Phone Number.

Application for the Director Identification Number: Once the DSC is obtained the next step is to apply for the DIN for the proposed Director in SPICe Form along with the name and address proof of the Director. Form DIR 3 is the only option that is available for existing companies. W.E.F from January 2018 the applicant is not required to file Form DIR 3 separately. DIR 3 can be applied within the SPICe Form for up to three Directors.

Name Approval Application: The next step while incorporating an OPC is to decide the name of the Company. The Name of the company can be approved in the SPICe+ 32 application. In case the name gets rejected another name can be submitted by making an application another SPICe+ Form.

Once the name is approved by the MCA we move to the next step to draft the MOA and AOA of the company.

MOA and AOA preparation: The Memorandum of Association and Article of Association are to be submitted to the ROC.

The Memorandum of Association consists of the objectives that are to be followed by the Company. The MOA states the business for which the company is being incorporated.

The Articles of Association lays down the laws on which the company will operate.

As there is only 1 Director and a member a Nominee has to be appointed because in case of incapacitation or death of the promoter the Nominee has to take the place. The consent of the Nominee will be taken along with the PAN and Aadhar card in Form INC 3.

Declaration and Consent of the proposed Director will be taken in Form 9 and DIR 2 respectively.

A declaration by a professional certifying that all the compliances are met.

Filing Forms with MCA: All the documents will be attached in the SPICe Form, The MoA and the AoA will be uploaded on the site for approval.

Issuance of Certificate of Incorporation: On verifying the Registrar of Companies will issue the Incorporation and the business can be commenced.


Advantages Of OPC

Legal status 

The OPC receives a separate legal entity status from the member. The separate legal entity of the OPC gives protection to the single individual who has incorporated it. The liability of the member is limited to his/her shares, and he/she is not personally liable for the loss of the company.  Thus, the creditors can sue the OPC and not the member or director.

Easy to obtain funds 

Since OPC is a private company, it is easy to go for fundraising through venture capitals, angel investors, incubators etc. The Banks and the Financial Institutions prefer to grant loans to a company rather than a proprietorship firm. Thus, it becomes easy to obtain funds.

Fewer compliances 

The Companies Act, 2013 provides certain exemptions to the OPC with relation to compliances. The OPC need not prepare the cash flow statement. The company secretary need not sign the books of accounts and annual returns and be signed only by the director. 

Easy incorporation 

It is easy to incorporate OPC as only one member and one nominee is required for its incorporation. The member can be the director also. The minimum authorised capital for incorporating OPC is Rs.1 lakh but there is no minimum paid-up capital requirement. Thus, it is easy to incorporate as compared to the other forms of company.

Easy to manage 

Since a single person can establish and run the OPC, it becomes easy to manage its affairs. It is easy to make decisions, and the decision-making process is quick. The ordinary and special resolutions can be passed by the member easily by entering them into the minute book and signed by the sole member. Thus, running and managing the company is easy as there won’t be any conflict or delay within the company.

Perpetual succession 

The OPC has the feature of perpetual succession even when there is only one member. While incorporating the OPC, the single-member needs to appoint a nominee. Upon the member’s death, the nominee will run the company in the member’s place. 

Disadvantages Of OPC

Suitable for only small business 

OPC is suitable for small business structures. The maximum number of members the OPC can have is one at all times. More members or shareholders cannot be added to OPC to raise further capital. Thus, with the expansion and growth of the business, more members cannot be added. 

Restriction of business activities 

The OPC cannot carry out Non-Banking Financial Investment activities, including the investments in securities of anybody corporates. It cannot be converted to a company with charitable objects mentioned under Section 8 of the Companies Act, 2013.

Ownership and management

Since the sole member can also be the director of the company, there will not be a clear distinction between ownership and management. The sole member can take and approve all decisions. The line between ownership and control is blurred, which might result in unethical business practices.


Process of OPC Incorporation

Step 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
  • Photo
  • Email Id
  • Phone number

Step 2: Apply for DIN

Once the Digital Signature Certificate (DSC) is made, the next step is to apply for the (DIN) of the proposed Director in SPICe Form along with the name and the address proof of the director. Form DIR-3 is the option only available for existing companies. It means with effect from January 2018, the applicant need not file Form DIR-3 separately. Now DIN can be applied within the SPICe form for up to three directors.

Step 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”.

The name can be approved in the Form SPICe+ 32 application. Only one preferred name along with the significance of keeping that name can be given in the Form SPICe+ 32 application. If the name gets rejected, another name can be submitted by applying another Form SPICe+ 32 application.

Once the name is approved by the MCA we move on to the next step.  

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) lays down the by-laws on which the company will operate.
  • Since there are only 1 Director and a member, a nominee on behalf of such a 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.
  • Declaration and Consent of the proposed Director of Form INC -9 and DIR – 2 respectively.
  • A declaration by the professional certifying that all compliances have been made.

Step 5: Filing of Forms With MCA

All these documents will be attached to the 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. The Pan Number and TAN have been generated automatically at the time of incorporation of the Company. There is no need to file separate applications for obtaining PAN numbers and TAN.

Step 6: 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.

Checklist For Registering OPC

  • Minimum and Maximum of one member. 
  • A nominee should be appointed before incorporation.
  • Consent of the nominee should be obtained in Form INC-3.
  • The name of the OPC must be selected as per the provisions of the Companies (Incorporation Rules) 2014.
  • Minimum authorised capital of Rs.1 lakh.
  • DSC of the proposed director.
  • Proof of registered office of the OPC.

Timelines for OPC Registration

The DSC and DIN of the proposed directors can be obtained in 1 day. The Certificate of Incorporation of an OPC is obtained in 3-5 days. The whole incorporation process of an OPC takes approximately 10 days, subject to departmental approval and revert from the respective department.

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