Procedure of OPC (One Person Company) Formation, in India

Step by step guide to Formation / Registration / Incorporation of a OPC (One Person Company) , in India.

Dilemma…while starting up a business the first question comes to anyone’s mind is, should I start it as a Proprietorship firm or make it a Partnership firm with someone I trust, or register it as a Private Limited Company. The decision is purely personal & depends on many factors. There has been one more entrant (effective April,2014) to make this decision more confusing, called OPC i.e. One Person Company.

To help you simplify the decision, let’s understand what is OPC in more details…,

According to section 2(62) of the Companies Act 2013, One Person Company means, a company which has only one person as a member.

A company may be formed for any Lawful purpose by one person, where the company to be formed is to be One Person Company that is to say, a Private Company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration.

Eligibility

As per the Companies (Incorporation) Rules, 2014, following person can be eligible to incorporate OPC in India

Only a natural person who is an Indian citizen and resident in India

(a) shall be eligible to incorporate a One Person Company;

(b) shall be a nominee for the sole member of a One Person Company.

Further the rules have explained the term of “resident in India” as follows ,

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 calendar year.

Benefits in forming OPC

(a) OPC is legal entity separate from its members

(b) The liability of member is limited

(c) The OPC being a private Limited company, encourages new entrepreneurs to set up his/her own business without the help of a second member.

(d) The mandatory requirement of appointment of Statutory auditor and re-appointment of auditor is not applicable.

(e) The provisions of Section 98, 100 to 111 of Companies Act 2013 related to holding of general meetings shall not apply.

(f) Section 173 for holding and conducting minimum number of four Board meetings every year shall not apply.

 

Restrictions

(a) The person who is already a member or nominee of 1 OPC, cannot incorporate more than 1 OPC or become nominee in more than one such company.

(b) No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.

(c) OPC cannot be incorporated or converted into a company under section 8 of the Act.

(d) OPC cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporate.

(e) No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital)

Minimum requirements for the One Person Company

  • Minimum 1 Director
  • Minimum  1 member
  • Minimum Share Capital shall be Rs. 100,000 (INR One Lac)
  • Application of allotment Director Identification Number (DIN)
  • DSC (Digital Signature Certificate)

The complete procedure is primarily divided into following 8 Steps.

Step 1. Application for Director Identification Number (DIN) in form DIR-3 & DSC (Digital Signature Certificate)

What is a Director Identification Number (DIN)?

Director Identification Number (DIN) is a unique identification number issued by the Ministry of Corporate Affairs (MCA), for an existing director or a person intending to become a director of a company.

Documents required for DIR-3 Application

a) Identity Proof: Copy of PAN Card  (Income Tax Permanent Account Number (PAN) is mandatory in case of Indian National and in such cases applicant details should be as per Income tax PAN)

b) Address Proof: Copy of Passport/ Election/Voter ID/Driving license/ Aadhar Card Electricity/telephone (i.e. Utilities) bill. Address proof must be in the “Name of Applicant” only and utility bill shall not be older than 2 months from the date of filing of the e-form.

c) *Passport Size Photograph (latest) : 1 photocopy  or a soft-copy in (.JPEG format)

d) *Current Occupation

e) *Email Address of the Applicant

f) *Mobile/Cell Number

g) *Educational qualification

h) *Verification to be signed by the Applicant. See the attached DIR4 format

Important Notes :

1. All the documents require “Self attestation”.

2. DIR-3 shall be digitally signed by the same person i.e. applicant who is filing the application and by either of the following:

a) Company Secretary (in whole-time practice) or a Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice)

b) Company secretary in full time employment or Director of the company in which the applicant is to be appointed as a director

3. While making DIR-3 Application following details are mandatory :

First Name, Middle Name, Last Name, Details of father of an applicant (even in case of a married woman)

In case of a Married woman, a photocopy of the Marriage Certificate is required (If DIN needs to be in the “Changed Name”)

4. There could be instances of DIR3/DIN Rejection. Refer “Common Causes of DIN Rejection” for the resolution.

5. * Starred items are mandatory fields of DIR-3 application 

What is a Digital Signature Certificate (DSC)?

Digital Signature Certificate (DSC) is the digital equivalent (i.e. electronic format) of physical or paper certificates. Examples of physical certificates are driver’s license, passport. Certificates serve as proof of identity of an individual for a certain purpose; for example, a driver’s license identifies someone who can legally drive in a particular country. Likewise, a digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain documents digitally. Since MCA accepts electronic submission of Forms on its website the DSC is mandatory for all the users.

Documents required for obtaining DSC

a) Digital Signature Certificate application Form (duly signed by an applicant). An applicant is required to sign across the photo.

Download the DSC Application Form (Class II Individual Certificate)

b) All other documents are same as required for the DIR-3 Application

Note: All the documents require “Self attestation” and identity proof and address proof should be attested by either a Gazetted officer  (Class I) or Bank manager or Post Master.

Step 2. Search for Company Name availability

An applicant has to provide at least 6 names in the order of their preference/priority along with their meaning and significance of each word. He can himself search for the available names by visiting the MCA Website: Check Name Availability 

It is also advisable to check any pre-existing Trademarks already registered with the Company name being Proposed, since RoC normally scrutinises the same & may reject the Proposed names on that basis (if similar TM Name is already registered). Promoters should search for any existing Trademark using http://ipindia.nic.in/ website Check Trademark .

Step 3. Application for the Name availability

After drafting of Main Object of the proposed company, need to file e-Form INC-1 (Application for reservation of name) with Registrar of Companies for name availability. The proposed name shall end with Private Limited (OPC). 

Note: Refer the “undesirable names” rules extracts from the Companies (Incorporation) Rules, 2014.

Also refer MCA General Circular on Use of word ‘National’, ‘Bank’, ‘Exchange’, ‘Stock Exchange’ in the names of Companies or Limited Liability Partnerships (LLPs). Refer General Circular No. 2/2014

  1. As per Section 4(5)(i) of the Companies Act 2013 upon receipt of an application under sub-section (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of sixty days from the date of the application.

Step 4. Drafting of Memorandum of Association (MoA) & Articles of Association (AoA)

What is a Memorandum of Association (MoA)?

Memorandum of Association covers fundamental provisions of the company’s constitution. It covers main object and other objects of the company.

What is Articles of Association (AoA)?

Articles of Association contain rules and regulations governing the internal management of the company. It is a binding contract between company and its member defining his rights and duties.

After name approval from ROC, the next step is to draft MoA & AoA. The subscriber needs to specify Name, Address, and Occupation in his own handwriting & sign the subscription pages of MoA & AoA.

Step 5. Filing of e-forms with RoC (Registrar of Companies)

Following Forms to be filed/uploaded on the MCA Website.

Form INC-2 : For application of Incorporation of the Company

i) Mandatory attachments to e-form INC-2

  1. Memorandum of Association

  2. Articles of Association

  3. Proof of identity of member and nominee

  4. Residential proof of Member and nominee

  5. Copy of PAN card of member and nominee

  6. Consent of nominee in Form No. INC-3

  7. Affidavit from the subscriber and first Director to the memorandum in Form NO. INC-9
  8. Specimen Signature in Form No. INC-10
  9. Consent to act as Director of company in DIR-2 format
  10. Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement etc. along with rent receipts)
  11. Copies of the utility bill (proof of evidence of any utility service like telephone, gas electricity etc. depicting the address of the premises not older than two months is required to be attached).

  12. Proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/Person (not taken on lease by company)

  13. Declaration by Professional in INC-8

  14. Particulars of Subscriber to Memorandum and Articles of association

Step 6. Payment of RoC Fees & Stamp Duty

After filing of documents online, we need to make payment of RoC fees and Stamp Duty electronically which is based upon the Authorised Capital of the Company.

Step 7. Verification of documents/forms by RoC

After payment of all RoC Fees & Stamp duties, RoC verifies/scrutinises all the documents and form and may suggest few changes to be made in the attachments or form itself. We need to make necessary changes accordingly.

Step 8. Issue of Certificate of Incorporation by RoC

Once all the Forms are duly approved by RoC, the digitally signed “Certificate of Incorporation” is emailed to the Directors.

As part of the Green Initiative by the MCA (Ministry of Corporate Affairs), few Certificates including “Certificate of Incorporation” are now issued only in the electronic format i.e. soft-copy (having digital signature of RoC Registrar).  Once the Incorporation Certificate is received, Company can start it’s operations.

The Certificate of Incorporation (CoI) received in the .pdf (which opens in “Adobe Reader”) format, may display “Validity Unknown” for the Digital Signature. Please follow the steps mentioned  here to validate the same.

Post Incorporation Formalities for OPC

According to New Companies act, 2013, after incorporation of every company, it shall be required to follow the provisions of the Act. Following are the immediate requirement to be followed mandatorily,

A) To apply for shop act licence, PAN TAN

B) To open Current Bank account

C) To pay subscription money with Current Bank account

D) To issue Share certificate to subscriber by company

D) To file e-form INC-21 (Certificate of Commencement of Business) with Registrar of Companies within 180 days from the date of incorporation.  Refer (Note No. 1)

Note :

1. Filing of e-Form INC-21 with Registrar of Companies

Pursuant to Section 11 (1) (a) of the Companies Act, 2013, company having share capital shall not commence any business or exercise any borrowing powers unless a declaration is filed by a director with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him and the paid up capital of the company is not less than Rs. 1 lakh in case of a private limited company.

Hence, the company shall file e-form 21 with the Registrar of Companies within 180 days of date of incorporation of the company.

Annual Return Filing for OPC

Annual Return (Section 92)

Every company shall prepare an annual return in the prescribed form containing the particulars as they stood on the close of the financial year regarding—

(a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies,

(b) its shares, debentures and other securities and shareholding pattern; (c) its indebtedness;

(d) its members and debenture-holders along with changes therein since the close of the previous financial year;

(e) its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;

(f) meetings of members or a class thereof, Board and its various committees along with attendance details;

(g) remuneration of directors and key managerial personnel;

(h) penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;

(i) matters relating to certification of compliances, disclosures as may be prescribed;

(j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and

(k) such other matters as may be prescribed, 

The annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.

Financial Statement (Section 134)

Financial statements of a one person company need to be filed with the Registrar, after they are duly adopted by the member, within 180 days of closure of financial year along with all necessary documents.

The financial statement, signed by one director, for submission to the auditor for his report thereon.

The report of the Board of Directors to be attached to the financial statement.

Board of Directors Report of OPC means a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

Filed with ROC within 180 days from the closure of the financial year.

Financial statement, may not include the cash flow statement.

Frequently Asked Questions (FAQ’s) on OPC

Q1.  What is a One Person Company?

Ans. As per Section 62 of Companies Act, 2013, One Person Company means a company which has only one person as a member. One Person Company is popularly known as OPC.

Q2.Who is eligible to incorporate OPC?

Ans. A natural person who is an Indian citizen and resident in India:-

(a) shall be eligible to incorporate a One Person Company;

(b) shall be a nominee for the sole member of a One Person Company.

(Resident means a person who has stayed in India for period of not less than 182 days in the immediate preceding Financial Year)

Q3. How many OPC’s can one person incorporate?

Ans. A person cannot incorporate more than one, One Person Company.

Q4. What are the nomination requirements?

Ans. A subscriber to memorandum of a OPC shall nominate a person to become the member of OPC in the event of subscriber’s death or his incapacity to contract.

Q5. Whether prior consent of nominee shall be required to become a nominee?

Ans. Prior written consent of nominee shall be required.

Q6. Can nominee withdraw his/her consent?

Ans. Nominee can withdraw his consent by giving a notice in writing and subscriber shall nominate another person within 15 days on the receipt of withdrawal.

Q7. Can subscriber change nominee?

Ans. Yes. The subscriber or member of a One Person Company may, by intimating in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person.

Q8. What if subscriber ceases to be member, in the event of death?

Ans. If subscriber ceases to be member then his nominee becomes the member of such One Person Company and such new member shall nominate another person as nominee within 15 days of becoming the member.

Q9. Can OPC be converted itself into a public limited company or private limited company?

Ans. Yes, OPC can be converted itself into a public limited company or private limited company. No such company can convert voluntarily into any kind of company unless 2 years have expired from the date of incorporation, except in cases where capital or turnover threshold limits are reached.

Q10. Can private Limited company convert into OPC?

Ans. Yes. As per Companies (Incorporation Amendment Rules, 2015, a private company other than a company registered under section 8 of the Act having paid up share capital of fifty lakhs rupees or less and average annual turnover during the relevant period is two crore rupees or less may convert itself into One Person Company by passing a special resolution in the general meeting.

Q11. Under what circumstances OPC shall be liable to convert itself into a public limited company or private limited company?

Ans. OPC shall be liable to convert into Public limited company or private limited company where the paid up share capital of OPC exceeds Rs. 50 lakhs or its average annual turnover of last three years exceeds Rs. 2 crore it shall cease to be entitled to continue as a One Person Company. OPC can be converted into Private or Public company after two years from the date of incorporation of OPC.

Q12. What are the compliances to be followed after conversion of OPC into a public limited company or private limited company?

Ans. Refer below compliances

i) Alter its memorandum and articles by passing an ordinary or special resolution

ii) Intimate to ROC within 30 days that it ceased to be OPC.

iii) OPC can get itself converted into a private limited or public limited after increasing minimum number of members & directors to two or minimum to seven members & three directors.

Q13. What are the naming guidelines for OPC?

Ans. The same naming guidelines which are applicable to private limited or public limited company are applicable to OPC.

Q14. What are the secretarial compliance applicable for OPC?

Ans.The OPC shall be deemed to have complied with the provisions of holding board meeting if at least one meeting of board of directors has conducted in each half of the calendar year and the gap between the two meetings is not less than 90 days. If OPC has only one director on its board of directors, the provision shall not apply.

The OPC shall not be required to hold Annual general meeting in each year. The provisions of calling of Extra Ordinary General meeting, notice of General meeting, statement to be annexed to the notice, quorum, chairman, proxy for the meetings, restrictions on voting rights, postal ballot, circulation of members’ resolution are not applicable.

The financial statement of OPC may not include the Cash Flow Statement.

After incorporation of OPC, the company shall paint or affix its name as “One Person Company” in brackets below the name of the company.

Q15. Can I convert my Proprietorship business to OPC? Since I have already established brand name can I retain the same name while registering for OPC?

Ans. Yes, surely you can convert proprietorship firm to OPC and can retain the same name while registering for OPC.

Q16. Can I nominate my friend or family member ?

Ans. Yes member can nominate his friend, spouse, relative.

Q17. What is a difference between One Person Company and a Proprietorship concern? What is recommended? Could you specify some comparison points? advantages and drawbacks of both?

a) Proprietorship firm is single person firm, where the liability is not defined, it is unlimited and in case of OPC liability of member is limited.

b) Firm is not separate legal entity. OPC is legal entity and has perpetual succession

c) Being OPC, member can represent his company.

d) In case of OPC, on the demise of the original One Person Company (OPC) director, the nominee director will manage the affairs of the company till the date of transmission of shares to legal heirs of the demised member. This is not possible in case of proprietorship firm.

Q18. Can I sell my OPC to another person?

Ans. Yes, you can sell OPC to another person.

Q19. Can I purchase already established OPC from another person?

Ans. Yes, you can purchase already established OPC from another person.

Q20. I am a 15 year old student. Can i start my own OPC in Software Development? Initially I would like to register a OPC, once the business grows can I convert it to a Private company or LLP?

Ans. For being member of OPC, one should have completed 18 years of age.  

Q21. If I am a director, can I appoint another partner as a sleeping partner in OPC?

Ans. No, appointment of sleeping partner in OPC is not possible

Q22. If my OPC makes a loss, still I need to file the Statutory returns with the RoC?

Ans. Yes, though there is no business transaction during the year till end of financial year, annual filing must be done on time.

Q23. Do I need to apply for the Shop Act Establishment License, once registered as OPC?

Ans. Yes, in Maharashtra, as per Bombay Shop and Establishment Act, OPC must apply for shop act licence.

Q24. What is the Statutory return filing frequency? Is it annual ?

Ans. Financial statements of a One Person Company need to be filed with the Registrar of Companies (RoC), after they are duly adopted by the member, within 180 days of closure of financial year.

Q25. What are the different Taxes I have to pay for OPC?

Ans. Director shall pay Profession tax, Income tax to the Government.

Q26. Do I need to apply for IEC for exporting Software once the OPC is registered?

Ans. Yes, OPC can make application for IEC license (Importer Exporter Code).

Q27. Can OPC become a member of another Private Limited company

Ans. Yes, there is no restriction with respect to OPC becoming a member of Private Limited company.

Q28. Can member of  OPC incorporate a company outside India?

Ans. Yes, a member of OPC can incorporate a company outside India.



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Legal Disclaimer:
The information / articles & any replies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do not constitute legal advice or legal opinions. The information / articles & any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, I can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information/article contained without first seeking the advice of a Practicing Professional.

147 thoughts on “Procedure of OPC (One Person Company) Formation, in India

  1. Very Informative and helpful blog.

  2. Fantastic information and crisp replies

    1) Can two OPCs have the same residential address as “Registered Address”?

    2) Are there any requirements to be met while appointing a nominee? For example can I appoint my sister as nominee – who may not be be fully conversant with day to day happenings or the technology in which the company works?

  3. Excellent information, helped us a lot. Thanks for your valuable services to the society.
    Now, about me, i am a into indirect taxation practice. A Bar council member from Mumbai. I am interested in creating a law firm as OPC. can i get your valuable advise? Or it is possible to think of floating one LLP law firm what are the required details? Please revert back through our mail.

  4. Awesome and much useful information. Nice and detailed explanation.
    Thanks for sharing this excellent info and tweeted. 🙂

  5. can a member of OPC transfer his/her entire shareholding to another person?

  6. Very Nice Blog on OPC. Maam, Can u please guide me on Appointment of Auditor w.r.t OPC and its further compliance regarding auditor.

  7. Conversion of Proprietorship to OPC is possible ?
    IF yes, How ?

  8. Hello Meenal Mam,

    I just wanted clarifications regarding the following things of an OPC which was registered in April 2015 with One Director:

    1. is ADT 1, AOC 4 and MGT 7 are mandatory for filing with ROC?

    2. What are the due dates for filing the above forms and fees applicable for them?

    3. Is conducting an AGM mandatory? If yes then can the AGM be conducted within 9 months from the end of financial year as it is the first AGM.

    Thanks in Advance.

    • ADT-1 AOC-4 MGT-7 is mandatory for filing with ROC.
      December 2016 is due date of holding first AGM and filing within 30 days from date of AGM.
      First AGM is mandatory to appoint statutory auditor .

  9. Can i start 2 to 3 numbers of buiseness in opc .

  10. Dear madam i just want to know about how we appoint an auditor in case of one person company as there is no AGM.

    FOR FY 2016-17 (SECOND FINANCIAL YEAR OF CO.)

    • In OPC, statutory auditor shall be appointed in first AGM (Annual General meeting) of company as per Section 139 ( This section is applicable to all companies including OPC) for five financial years. Thereafter company shall hold Board meeting for finalisation of financial statements of company as per Section 134. OPC shall not be required to hold AGM every year as per Section 96. Hence auditor shall be appointed after completion of first five years in 2nd AGM. This is my opinion based upon the provisions given under Companies Act 2013.

  11. can i start more buiseness in one opc…..

  12. Very informative and concise article on OPC.

    The Minimum Requirements mentions that

    – Minimum 1 Director
    – Minimum 1 Member

    That means there can be more than one Director.

    I need clarifications on

    1) Whether my wife can be a Director in addition to me in the OPC that is formed by me?
    2) Simultaneously whether I can be a Director in the OPC that is formed by by wife?

  13. Dear madam,
    I have incorporated an OPC and My Mrs. is the Director of the company & 100% Share holder.

    I am working in other private limited company .
    Kindly advice for the following :

    1.0 Salary fixing procedure of director ( approx profit 1.3 L /PM . can director get salary Rs 40000/month

    2.0 Procedure for Approval of HR policy, Employee engagement.

    3.0 Procedure for engaging new director and transfering 49% share to the new director.

    Thanks and regards

    • 1. OPC will Pass board resolution for salary payment and approval of HR policy and appointment of new director 2. Transfer of 49 % to new director is no possible because it is OPC. In OPC there is only one member.

  14. Great article. Can OPC have employees. If I start an OPC (director), can I pay myself a fixed salary. Also, I am planning to make my wife as nominee director. Can I pay her fixed salary? Thanks.

    • yes OPC can have number of employees. Director can be paid salary / remuneration. Nominee can become director and can be paid as salary or remuneration.

      • Are there any guidelines on the fixation of salary for Director or Nominee Director?

        For example, in the initial years there may not be any profits from the business. The efforts will be directed towards working on the idea, exploring the market, building up the business etc.

        In that case what are the guidelines to fix the salary for the Director (Self) or another Director?

  15. if i want to make opc how much money is required for registation and other think in formaction

  16. This is really helpful and extremely informative article. Thank you so much Meenal Ma’am, for this article.

    I have one doubt, does an OPC need to get Statutory Audits done, compulsarily ?

  17. what class DSC should be obtained for OPC?

  18. Mam what is the time limit to appoint first auditor in OPC???

  19. There is only one sole director of my client’s OPC. What are the post incorporation steps in that case, do all the mentioned ones in the article still apply?

    Also there was some news in paper that no longer INC-21 need to be filed and business can be commenced after incorporation. Another news was that seal is also no longer required ? Do you have any knowledge about that ? I am a bit confused on post incorporation steps.

  20. what is minimum authorised share capital required for formation of one person company?

    whether its 100000(one lacs only) or 10, 000(ten thousand)

    pls respond me

  21. HI Meenal, thanks for sharing this thoughtful article. Just wanted to confirm whether declaration in INC-8 is applicable in case of OPC. I think certification by professional is not required in INC-2. Please confirm.

  22. Hello Meenal

    You have been very insightfull and clear in sharing details on OPC. I have a small doubt, I am registering an OPC and a Proprietory firm for disctinct businnesses. Both firms would be in client vendor arrangement. However I would be also partnering my OPC with other PVT ltd company. Can I partner my OPC under the aforesaid arrangements.
    Regards
    Sidd

  23. Mam,
    Hope the Director of OPC is called as Member of OPC or do you mean the Nominee is called Member?

    or is Member itself another person other than Director and Nominee?

    Thanks & regards,

  24. Mam,

    you’ve mentioned one stage minimum capital required is Rs.10,000/- to incorporate an OPC, but also you’ve mentioned 1 lakh minimum required for PAID UP CAPITAL,
    So could please clarify the difference?

    • As per Company (Incorporation Rules) 2014, minimum authorised capital of private limited company shall be Rs. 1 lakh. The paid up capital can be below Rs. 1 lakh as per circular issued by the Government.

  25. For opc of only one person who already have his pan needs to apply another pan by name of his opc?

  26. Great and informative.
    Madam, i am to startup OPC, with international buyers and sellers.
    is that allowed to do business all over the world?
    Gate way of payment in all currencies will be through me.
    Is such business procedure is authorised and allowed in the OPC?
    Please clarify.

  27. ma’am,
    After open OPC,
    Is CA is mandatory to maintain Co account?
    If yes than what scope comes his under and how much (approx.) CA charge.

  28. Is obtaining DIN is mandatory for nominee ?
    Can Form 3 be filled with PAN only ?

  29. dear mam,
    i am 18 years old and i am planing to start a eccommerce site but i do not have one lakh as share capital what shall i do

  30. Dear Mam

    Also guide me that INC-22 should be filed subsequent to incorporation or along with INC-2.

  31. Dear Mam

    Please guide me in case of OPC if the sole member himself is the director then is there any requirement of filing DIR-12 or not?

  32. There is a mention of Limited Liability in OPC. What does this mean and to what extend the liability a person is responsible e.g opening amount of the company say Rs 1L?

  33. Hello ma,am
    Can you please guide as during the time of incorporation of OPC the Director stayed in India for more than 182 days in India in the preceding one calendar year as per the the companies act definition, but is it compulsory that the Director stays in India after its incorporation also and fulfill the condition of resident in India??

  34. thanks for detail explanation. it will help a lot.
    can you pls help me out with format of MOA & AOA?

  35. great effort. really appreciated. it does provide a solid basis to start working towards company incorporation. wish you all the very best. have a nice day! :’)

  36. Please explain the Procedure of Share Allotment after incorporation of OPC

  37. Can i start one person company

  38. thank you for sharing this knowledge. it is of a great use to me 🙂

  39. Hello Meenal,

    I have an OPC company incorporated during sept’2015. Currently we are planning to change company name without any changes to the nature of business nor an entity (OPC). Can that be done? If yes, will appreciate your inputs for this process. Thanks in advance.

  40. very useful …. thank you
    In form INC-2 the attachment contains form INC-3 which is available as e-form than how it could be attached with INC-2 ?

  41. Whats the taxation procedure for an opc? Is there tax procedure is same as private co. Or individual tax rates apply ???

  42. Dear Madam,
    Very expressive and informative article. All doubts are clear now.

  43. I got great knowledge about this and please help me FOREIGNER CAN BE DIRECTOR IN INDIAN OPC COMPANY

  44. EXCELLENT ARTICLE . NO FURTHER COMMENT . MANY THANKS

  45. Dear Madam,

    Please let me know the 3 things regarding OPC registration,
    1. Minimum Time required for registration if member is having DSC(Cat-2)?
    2. How much the total registration cost (Govt fees) for OPC?
    3. can we keep two director in OPC (including owner member)? and if yes then, is it mandatory to have DSC of other director too?

    • 1. 20 days maximum 2. Rs. 1000 for name application and Rs. 4500/- including stamp duty if authorised capital is Rs. 1 lakh 3. Yes you can keep two directors and other director should apply for DSC if he does not have DIN.

  46. Hello,
    Is submitting INR-3 Nominee consent form mandatory? I think we submitted nominee declaration form while incorporation but now the Bank where we are opening the account is asking for INC-3 form. Can you please let us know if that’s a mandatory to submit?

  47. Hi Madam,

    As conducting of AGM is not compulsory to an OPC, hence while filing the form AOC-4 we are selecting the option of AGM date not applicable. However for appointment of auditor we have to put the AGM date. How to comply with the provisions when AGM in itself is not mandatory to an OPC

    • Yes as you said is correct. But if the auditor is not appointed in board meeting earlier, then company is required to appoint him in general meeting and specify his details in AOC-4. Therefore you need to hold AGM and show appointment.

  48. It attestation of document from Gazetted officer is mandatory for OPC registration?
    Pls guide
    Thank you
    Nadeem

  49. Hii Meenal..

    Your article is too good for understanding the provisions relating to OPC. One general doubt. During the process of incorporation are we required to submit any document relating the bank account of the proposed company also. Means for showing the initial paid up capital of one lakh. Thanks.

  50. Regarding the clause “resident in India” (section 149 clause 3), I believe there is a need to submit a declaration by the sole director (in case of OPC) in a stamp paper that he has stayed in India for not less then 182 days in the “previous calendar year”. Can you provide a draft format for such a declaration for a company being incorporated near the end of 2015 (I believe it would 182 days in calendar year 2015?).
    Also, what should be the value of stamp paper in which such a declaration should be made?

    Thanks in advance and regards.
    Arunav

    • Based upon, your query my opinion will be ” Every company shall comply the provision of Clause 3 of Section 149 of Companies Act 2013 while incorporation and after incorporation. You can just get declaration addressed to ROC that “the concerned person is being present in India for more than 182 days in the previous calendar year, hereby enclose the immigration details.” I have assumed that the concerned person has complied this provision then only this is possible. The ROC will check it thoroughly documents , evidence and then decide about approval.

  51. Very Helpful Article…

    Madam, Now the requirement of capital 1,00,000 Rs. is omitted by Companies (Amendment) Act, 2015.

    So Now can we incorporate a OPC with capital of Rs. 10,000.

    Thanks in advance.

  52. hi , while forming a company my name was priya abc .. but since after marriage my name is changed to priya xyz. then what is the name changing procedure what all the doc will be needed in that case.
    awaiting your reply
    thanks

    • First of all you need to inform change name to Income tax authority for change in PAN card and other identity proof such as passport , aadhar card etc. After that you can apply for DIN.

      Otherwise with old name on PAN card, you can apply for DIN along with submitting marriage certificate.

  53. Hello Meenal,
    Is total turnover above 50 Lakhs is required for an OPC to convert into Pvt. Ltd. ? My question is Can I convert my OPC into a Pvt. Ltd. within 1-2 years without a turnover of 50 Lakhs? I am willing to register an OPC.
    Thanks.

  54. Hello Madam,
    My OPC was registered in bangalore and letter of Incorporation was issued on 3-6-2015.
    I could not open a bank account due to some reasons.
    Is there a time frame of 60 days under which bank account is to be opened.
    If then, what should I do now.
    Also I wish to know that is it necessary to have a bank account at place of registration.
    For example, I plan to work out of calcutta, can I open the bank account at calcutta in place of bangalore.
    also will I need to undertake shop establishment at calcutta even I have already done that at Bangalore.
    Will original PAN/TAN And PT registration remain valid or will I need to undertake fresh licences.
    Regards

  55. Madam,
    I have found your blog about one person company , very much informative.
    I have one query. I have a proprietorship concern which I want to convert into a OPC. There are certain fixed assets (land/building) owned by the proprietorship concern. Could the assets be transferred to OPC without having much expenses of stamp duty? Please guide

  56. Can a person who runs a OPC be a partner in another partnership firm or is he barred by any limitation? For ex: A has an OPC named EBS and he also parallely intends to form a partnership firm with a different purpose, will he be able to do so? Or are there any restrictions or impediments to the same?

  57. Hi mam,

    Is it mandatory to appoint statutory auditor for One person company or just the provisions related to re-appointment of statutory auditor are not applicable?

  58. Madam,
    I have received the certificate of incorporation from RoC.Will i need commencement of business certificate too?
    rgds
    Vivek

    • No. As per Notification dated 05.06.2015, e-form INC-21 is omitted. Hence there is no requirement to file Form 21 for commencement of business. After incorporation of Private/ OPC Pvt. Ltd you can commence your business.

      • Hello Madam…..such an Informative Blog. Pl. reconfirm me below things.

        1) I have got Incorporation Certificate of my OPC from MCA. I have applied for Bank account which shall open in a week. I have got PAN & TAN. Can I start my business now, hope no need to take “Commencement of Business Certificate from ROC”, Pl. reconfirm.

        2) Regarding appointment of Auditor, I hve my own CA. who files my IT returns every year. Hope he is sufficient to be my OPC Auditor. Do I need to file some Form with ROC for appointment of my CA as Auditor, If yes, pl. tell the procedure.

        Regards, Sanjay

  59. Hi meenal,
    Its very long and informative article.. thank you very much for that.

    I need you help for my unique issue in forming a OPC?
    I want to start a ITES comapny with Recruitment/Placement, Development and Research Services as my business objective basically it will be a ITES consulting.. If a client aprroraches for candidates- we source and supply. In the same case if a company approaches for a software or engg service/ we develop and deploy.

    Now as i said In ITES- Placement, Development/Deployment of softwares being my primary area of business.
    What kind of licenses i should be taking to comply with laws after forming an OPC and running my company without getting ditursbed by local officials.

    Will you also help me register this company in Hyderabad?? what would be the charges for forming an OPC?

    Thank you In advance for your Reply which surely will help many.

    regards,
    Raj

  60. Hello,
    Really a nice article, clear all doubts.
    I have a query.
    A person having OCI (Overseas Citizen of India) card and has not completed 182 days in india can open OPC?

  61. Mam,
    for INC -22 proof required should in the name of company (in case of OPC) that is rent deed with rent receipts. Utility bill on the name of director (also member of OPC) can be used.

  62. I want to apply for Dormant Status of a Pvt. Co. with paid up cap Rs 1 lacs incorporated on 20/5/2013. Since its incorporation it has not done any business only few cash transactions have been made.No annual filing has been done till date for any financial yr. Please let me know whether before applying for Dormant Status I need to do annual filing for prev yr. or not or I can straight away apply for dormant status without worrying about previous yr. annual filing??

  63. Under compulsory conversion of OPC into pvt. co. Rule 6 says if paid up capital exceeds 50 lakhs and avg annual T/O during relevant period exceeds 2 cr. it shall cease to be OPC

    In my case OPC was formed in sept 2014 and its T/O for march 2015 is 9 crores

    So will my OPC go under compulsory conversion??

    As the definition relevant period says period of immediately preceeding 3 consecutive F.Yrs

  64. Hi Meenal,
    This is a great information. and answers most of the questions for a entrepreneur looking for a start-up.

  65. can i start company without any capital

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