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One Person Company Registration

Incorporate Your One Person Company (OPC) Hassle-Free with Tax Guider – Start Now!

  • Name Approval for your Company
  • 1 Digital Signature (DSC) with 2 years Validity
  • Director Identification Number (DIN) for 1 Director
  • Drafting Memorandum of Association & Articles of Association
  • Incorporation of Your Company
  • Receive your Certificate of Incorporation
  • PAN & TAN for the Company
  • ESI & PF Registration
  • Current Account Opening Assistance

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One Person Company

Before the enactment of the Companies Act of 2013, the formation of a company in India necessitated at least two individuals. However, with the advent of this legislation, there’s a notable shift towards promoting One Person Companies (OPCs). The Companies Act of 2013 specifically facilitates the creation and operation of OPCs in India, allowing a single individual to spearhead such entities. While traditional private companies mandate a minimum of two directors and two members, a One Person Company is a departure from this norm, as it can be formed by a single person. The legal framework supporting OPCs in India is outlined in Section 262 of the Companies Act of 2013. The OPC Registration process requires the representation of the entire company by a lone director and a single member. Noteworthy is the streamlined compliance structure associated with OPCs, which imposes fewer responsibilities compared to traditional private companies. This legal provision offers a simplified avenue for individuals looking to establish and operate companies independently in India.

Features of One Person Company in India

Following are some important features of One Person Company in India:

 

1. Simple Succession:

Despite the fact that the company’s everyday operations are managed by a single person, OPC offers opportunities for eternal succession. Following the death of a company member, the nominee can administer the business.

 

2. Limitation of Liability:

A one-person company member has limited liability. Because OPC is a registered corporation, it is treated as a separate legal entity, providing its members with greater protection. Members’ liability is restricted to their shares, therefore they are not accountable for any losses incurred by the firm. In the event of bankruptcy, creditors may sue the corporation rather than the director for procuring the company’s debt.

 

3. Shareholder and sole directorship:

In a One Person Company, a single member serves as a director and is responsible for managing the company’s day-to-day operations. There is no need for an executive director to oversee daily operations in this situation. A single member is more than adequate and serves as a shareholder with full responsibility.

 

4. Ownership of Real Estate:

Because the OPC is considered a separate legal organisation, the individual has the ability to possess company property and other assets in their name. Other people cannot claim the properties, which include machinery factories, residential property, structures, and other assets. The OPC has the legal authority to acquire land directly in its name.

Following is the checklist for OPC Registration in India:

  • Membership standards must be met at both the maximum and minimum levels
  • Before incorporation, a nominee should be picked
  • Form INC-3 should be used to request the nominee’s approval
  • Proof of the One Person Company’s registered office
  • Companies (Incorporation Rules) 2014 require that the OPC name be selected
  • The minimum authorized capital of Rs. 1 Lakh
  • Digital Signature Certificate for Potential Director

DOCUMENT REQUIRED

1. Documents for the Sole Shareholder & Director
  • PAN Card – Mandatory for identity proof.
  • Aadhaar Card – Required for address verification.
  • Passport (if applicable) – Mandatory for foreign nationals.
  • Voter ID / Driving License – As additional identity proof.
  • Latest Bank Statement / Utility Bill – Address proof (not older than 2 months).
  • Passport-size Photograph – Recent color photograph.
  • Email ID & Mobile Number – For MCA & official communication.

 

2. Documents for the Nominee (Mandatory as per Companies Act, 2013)
  • PAN Card – Identity proof.
  • Aadhaar Card / Passport – Address verification.
  • Consent Form INC-3 – Signed consent from the nominee.
  • Nominee’s Passport-size Photograph.

 

3. Registered Office Address Proof
  • Electricity Bill / Water Bill / Property Tax Receipt (Not older than 2 months).
  • Rent Agreement (if rented property) – Along with a No Objection Certificate (NOC) from the owner.

Step 1: Obtain Digital Signature Certificate (DSC)
  • The sole director must apply for a Digital Signature Certificate (DSC) from a Certifying Authority.

 

Step 2: Apply for Director Identification Number (DIN)
  • Apply for DIN through SPICe+ (INC-32) during incorporation.
  • If the person is already a director in another company, they may already have a DIN.

 

Step 3: Name Reservation (RUN Application)
  • Choose a unique name for the OPC and apply through the RUN (Reserve Unique Name) service on the MCA portal.
  • The name should follow the format: “XYZ (OPC) Private Limited”.
  • The name must comply with naming guidelines and should not be similar to an existing company or trademark.
    Step 4: Drafting MOA & AOA
  • Memorandum of Association (MOA) – Defines the objectives and scope of the OPC.
  • Articles of Association (AOA) – Lays down the internal rules and governance structure of the company.
  • Both MOA and AOA must be signed digitally by the director and the nominee.

 

Step 5: File Incorporation Form (SPICe+ INC-32)
  • Fill out the SPICe+ (INC-32) form with all required details and attach necessary documents:
    → PAN & Aadhaar of Director
    → Proof of Registered Office Address
    → MOA & AOA
    → Nominee Consent Form (INC-3)
  • The form is digitally signed using the DSC of the director.
    →  Submit it through the MCA portal.

 

Step 6: PAN & TAN Application
  • While filing SPICe+ (INC-32), apply for the Company’s PAN & TAN.
  • These details will be auto-generated after incorporation approval.

 

Step 7: Certificate of Incorporation (COI)
  • After document verification, MCA issues the Certificate of Incorporation (COI) with CIN (Corporate Identification Number).
  • The OPC is now legally registered.

 

Step 8: Open a Bank Account for the OPC
  • Use the Certificate of Incorporation (COI), PAN, and other company documents to open a Current Bank Account.
  • This account will be used for all financial transactions of the OPC.
    Step 9: GST Registration (If Required)
  • If turnover is expected to exceed ₹40 lakhs (goods) or ₹20 lakhs (services), apply for GST registration.
  • GST registration is done through the AGILE-PRO form along with company incorporation.

 

Step 10: Post-Incorporation Compliance
  • Maintain proper books of accounts.
  • File AOC-4 (Financial Statements) annually with MCA.
  • File ITR (Income Tax Return) for the company.
  • Conduct annual compliance filings.

A One Person Company (OPC) primarily needs to comply with annual filings of financial statements, income tax returns, annual returns (Form MGT-7), statutory audits, maintaining statutory registers, and conducting at least one board meeting every six months, with a minimum 90-day gap between meetings, even though they are exempt from holding an Annual General Meeting (AGM) due to having only one shareholder; all these compliances are overseen by the Registrar of Companies (RoC).

Key OPC compliance points:
  • Financial Statements: Filing audited financial statements with the RoC annually.
  • Annual Return: Filing Form MGT-7 to report the company’s activities and financial status.
  • Income Tax Return: Filing individual income tax returns as per the company’s profits
  • Statutory Audit: Mandatory annual audit of the company’s accounts
  • Board Meetings: Conducting at least one board meeting in each half of the calendar year
  • Register Maintenance: Keeping proper statutory records and registers updated
  • Director Disclosure: Directors must disclose their interests in the company
  • GST Compliance: Complying with Goods and Services Tax regulations if applicable based on turnover

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Frequently Asked Question

Who can incorporate an OPC?

Only a natural person who is an Indian citizen and resident in India (staying for at least 182 days in the preceding financial year) can incorporate an OPC.

Can an OPC have more than one director?

Yes, an OPC can have more than one director, but it can have only one shareholder.

Is there any minimum capital requirement for incorporating an OPC?

  • No, the Companies Act, 2013 does not prescribe any minimum capital requirement for an OPC.

Is an OPC required to hold an Annual General Meeting (AGM)?

No, an OPC is not required to hold an AGM. However, financial statements must be filed annually with the Registrar of Companies (ROC).

What is the process of appointing a nominee in an OPC?

The sole member of an OPC must appoint a nominee while incorporating the company. The nominee will take over in case of the death or incapacity of the member.

What are the tax implications for an OPC?

An OPC is taxed as a private limited company with a flat corporate tax rate of 25% (plus surcharge and cess as applicable).

Can an OPC raise funds from investors?

No, an OPC cannot issue shares to investors or have multiple shareholders, limiting its ability to raise capital.

Can an OPC carry out all types of businesses?

  • No, Non-Banking Financial Activities (NBFCs) and certain other regulated businesses cannot be carried out by an OPC

What happens if the only director of an OPC dies?

  • The nominee appointed by the member will take over and manage the affairs of the company.

Is GST registration mandatory for an OPC?

GST registration is mandatory if the annual turnover exceeds ₹20 lakh (₹10 lakh for special category states) or if the company is engaged in interstate trade.