One Person Company (OPC) Registration

One Person Company is a revolutionary concept in Companies Act, 2013. A recognised new way of starting the business thereby providing the protection of limited liability. Section 2(62) of Companies Act, 2013 provides that One Person Company is a company that has only one natural person as its member. Therefore, OPC is a company where one shareholder is a member.

Where there is only one founder or promoter for business then OPC is created. OPC are more preferred over sole proprietorship concerns due to many benefits it enjoys because of its legal structure. It is very popular among start up entrepreneurs with new business ideas.

OPC Or Proprietary Concern (Comparative Analysis)

OPC SOLE PROPRIETORSHIP
Separate Legal Entity Not a Separate Legal Entity
Limited Liability Unlimited Liability
Perpetual Succession No Perpetual Succession
Loan not the sole responsibility of the owner Loan is sole responsibility of the owner
Registration required Registration not required
Finance- credit record of OPC Finance- credit record of the owner

Benefits of Company as legal structure/ Why One Person Company

Separate Legal Entity
One Person company is a separate legal entity having distinct entity from its members, therefore it is separate at law from its shareholders, directors, promoters etc thereby enjoying a title of Separate Legal person in the eyes of law.

Own Assets in its name
One Person company, being a legal person, is very much capable of owning, enjoying and disposing of property in its own name. The property of the company is to be used for the company business and not for the personal benefit of its members.

Limited Liability
In case of OPC, liability of the members is limited upto the value of shares held by such person in the company.

Popular to raise funds
It is easier to raise funds in case of company and attract investments. Funds through loans can also be easily arranged without any complications. But foreign funding is not permitted.

Confidentiality
It is very much possible to maintain secrecy since One Person Company annual accounts are not published.

Exemptions and Important Features of OPC

  • Exemption from preparing Cash flow statements.
  • Holding Annual General Meeting is not required
  • Relaxed Companies Act provisions with regard to independent directors, remunerations paid, board meetings , quorum of meetings, director office vacation, auditor rotation.
  • An OPC can be formed under any of the following categories :
    • Company limited by shares
    • Company limited by guarantee.
    • Unlimited Company
  • Prohibits inviting public to subscribe for the securities.
  • There are restrictions on the right to transfer the shares.
  • The member of an OPC has to nominate a nominee with the written consent of nominee. In the event of death or in event of any other incapacity, such nominee shall become a member of an OPC.
  • Nominee can be changed anytime after informing ROC. On account of Death of a member, the nominee is automatically entitled for all shares and liabilities of OPC.

Documents Required

Self attested copies of PAN Card of the proposed director and nominee

Self attested copies of Adhaar Card of the proposed director and nominee. Duration of stay at this address (Months and years)

Self attested Passport/ Voter Identify Card / Driving License of the proposed director and nominee

Self attested Bank statement/ Electricity Bill/ Telephone Bill/ Mobile Bill of the proposed director and nominee

Passport size photographs of the director.

Mobile No. and E-Mail id of the director and nominee.

2-3 Proposed Names and objects to be conducted by the Company

Copy of Utility Bill Eg- Landline Bill or Electricity Bill where the registered office of the company is to be situated (Shall not ne older than 2 Months)

In case of rented premises- Rent Agreement + Electricity Bill + NOC

Other Information Required

Educational qualification and Occupation of proposed director and nominee.

Place of birth of proposed director and nominee.

Proposed capital contribution.

Process of Incorporation

Step 1.

Obtain Digital Signature Certificate (DSC) for the proposed Director

Step 2.

Obtain Director Identification Number [DIN] for the proposed Director.

Step 3.

Select suitable Company Name and make an application to the Ministry of Corporate Affairs for availability of name.

Step 4.

Draft Memorandum of Association and articles of Association [MOA & AOA]

Step 5.

Sign and file various documents including MOA & AOA with the Registrar of Companies electronically.

Step 6.

Payment of Requisite fee to Ministry of Corporate Affairs and also Stamp Duty.

Step 7.

Scrutiny of documents at Registrar of Companies (ROC).

Step 8.

Receipt of Certificate of Registration /Incorporation from ROC.

Pricing

Normal

Starting at Rs.8,999/- Onwards
  • 2 Class 2 DSC
  • 1 Director Identification No.
  • Authorised Share Capital up to Rs. 10,00,000.
  • MOA & AOA
  • PAN & TAN Fees
  • GST Registration
  • PF and ESI Registration
  • Certificate of Incorporation
  • Commencement of Business Certificate

Standard

Starting at Rs.19,999/- Onwards
  • 2 Class 2 DSC
  • 1 Director Identification No.
  • Authorised Share Capital up to Rs. 10,00,000.
  • MOA & AOA
  • PAN & TAN Fees
  • GST Registration
  • PF and ESI Registration
  • Certificate of Incorporation
  • Commencement of Business Certificate
  • Annual Accounting and Bookkeeping
  • Annual ITR Filing
  • Annual ROC Filing

Executive

Starting at Rs.24,999/- Onwards
  • 2 Class 2 DSC
  • 1 Director Identification No.
  • Authorised Share Capital up to Rs. 10,00,000.
  • MOA & AOA
  • PAN & TAN Fees
  • GST Registration
  • PF and ESI Registration
  • Certificate of Incorporation
  • Commencement of Business Certificate
  • Annual Accounting and Book Keeping
  • Annual ITR Filing
  • Annual ROC Filing
  • GSTR 3B and GSTR-1 Filing
Note: Charges may vary as per points mentioned Below
  • In case of Rs.10 lakh authorised capital, stamp duty of Rs.5120 (on actuals) will be chargeable extra for the state of Gujarat. Rs.5510 will be the additional stamp duty charges for state of Rajasthan. In case of incorporation in Madhya Pradesh, an additional stamp duty of Rs.7,550 will be applicable. In case of incorporation in Punjab, an additional stamp duty of Rs.15,025 will be applicable. In case of Kerala, an additional stamp duty of Rs.3,025 will be applicable.
  • Statutory Auditor fee is payable on actuals directly to the Independent Auditor appointed by the Board of Directors. Filingwale will only be responsible for accounting, preparation of financial statements and filing of returns on behalf of the Company.
  • In case RUN_Name Approval is rejected, then charges will increase in proportion to No. of RUN Forms Filed.

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Frequently Asked Questions

Who is eligible to act as a Member of 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.

A person can be a member in how many OPC?

A person can be member in only one OPC.

What if a member of an OPC becomes a member in another OPC by virtue of being a nominee in that other OPC?
Where a natural person, being member in One Person Company becomes a member in another OPC by virtue of his being a nominee in that OPC, then such person shall meet the eligibility criteria of being a member in only one OPC within a period of one hundred and eighty days, i.e., he/she shall withdraw his membership from either of the OPCs within one hundred and eighty days.

Which form is to be filed in case of withdrawal of consent by the nominee of an OPC or in case of intimation of change in nominee by the member?

Form INC-4 shall be filed in case of withdrawal of consent by the nominee or in case of intimation of change in nominee by the member.

How to inform ROC about change in membership of OPC?

The company shall file form INC-4 in case of cessation of member of OPC on account of death, incapacity to contract or change in ownership. In the same form, user needs to provide details of the new member of the OPC.