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 of forming One Person Company
(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 :
DIR-3 shall be digitally signed by the same person i.e. applicant who is filing the application and by either of the following:
- Company Secretary (in whole-time practice) or a Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice)
- Company secretary in full time employment or Director of the company in which the applicant is to be appointed as a director
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”)
There could be instances of DIR3/DIN Rejection. Refer “Common Causes of DIN Rejection” for the resolution.
* Starred items are mandatory fields of DIR-3 application
Obtaining Digital Signature Certificate
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 Form RUN (Application for reservation of name) with Registrar of Companies for name availability. The Applicant needs to give only 2 proposed names in preference/priority along with their meaning and significance of each word.
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
Step 4. Preparation of form SPICE, SPICE MOA, SPICE 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.
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.
Form SPICE is required to be filed along with SPICE MOA ( i.e. Memorandum of Association) and SPICE AOA ( i.e. Articles of Association). Let us get more information about these.
a) Form SPICE : For application of Incorporation of the Company
i) Mandatory attachments to form SPICE
- Declaration from the subscriber to the Memorandum.
- Proof of residential address of director and nominee which should not be older than two months
- Proof of identity of director and nominee
- Pan of director and nominee
- Proof of office address ((Conveyance/ Lease deed/Rent Agreement etc. along with rent receipts)
- Copy of the utility bills (not older than two months);
- Consent of Nominee (INC-3).
b) SPICE MOA
- It is e-form of incorporation for specifying format of Memorandum of Association
- Pre fill the SRN of INC-1 and system will auto generate the approved name of company.
- An applicant shall select one Table from Table A to E.
- The object of the company on its incorporation and further objects shall be specified.
- Amount of authorised capital in numbers shall be specified
- Fill up the details of first subscribers, name address, occupation, DIN numbers (if they are directors) and attach Digital Signature Certificate of each subscribers.
- The Witness of each subscriber has to attach his/ her Digital Signature certificate.
c) SPICE AOA
- It is e-form of incorporation for specifying format of Articles of Association
- Pre fill the SRN of RUN form and system will auto generate the approved name of company.
- An applicant shall select one Table from Table F to J.
- Applicant can modify the clauses of the Table.
- Fill up the details of first subscribers, name address, occupation, DIN numbers ( if they are directors) and attach Digital Signature Certificate of each subscribers.
- The Witness of each subscriber has to attach his/ her Digital Signature certificate.
Step 5. Uploading Process (Registrar of Companies)
Visit to www.mca.gov.in
Log in with password and upload form SPICE along with SPICE MOA and SPICE AOA.
Step 6. Online Payment
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
A) To apply for shop act licence (Rules may change as per State Govt.)
B) To open Current Bank account
C) To pay subscription money with Current Bank account
D) To issue Share certificate to subscriber by 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.
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If this article has helped you in any way, i would appreciate if you could share/like it or leave a comment. Thank you for visiting my blog.
Legal Disclaimer:
Hlo mam,.
Nominee DIN is mandatory for forming a OPC
Nominee DIN is not mandatory. Nominee can submit PAN card and address proof without application of DIN.
madum, How much it will cost to form OPC in karnataka ?
As per CS practice it is not allowed to discuss on any website or blog about professional fees for any work.
Mm,
Is DSC must to start one OPC. Plz reply.
YEs
Dear mam, Namaste thanks for informative blog, for opc what type of company shall I select in MoA form. There are options like A B C D E. Ours is start up opc
For OPC, select Table A in MOA form and Table F for AOA form.
THANK YOU FOR THE VALUABLE INFORMATION. THE CONTENT OF THIS BLOG IS INSIGHTFUL AND MOTIVATING
Thank you for comment.
What are the consequences if by mistake any wrong decleration is made in Form espice (INC 32) by a professional in case of registereing ?
Is there any way we can correct the errors in the Form?
As per Section 7 (5) Companies Act 2013, if any person furnishes any false or incorrect particulars of any information or suppresses any material information of which he is aware in any of the documents filing with the Registrar in relation to the registration of the company, he shall be liable for action under Section 447 ( Punishment for fraud).
Can a venture capital fund (VCF) or the Technology Development Board (TDB) invest in the equity in an OPC?
Not possible because in case of OPC, only member can invest in equity.
Hi Madam,
I want start an OPC , As per the scheme on January 26 th by our Honourable PM , How can i do it in the online. Please guide me how can I use RUN on MCA portal as early as possible.
2. I hope Mutual Fund Distributor can start OPC since it will not come under NBFC as per RBI.Please clarify this.
Thank You
To get benefit of reservation of name through RUN , you need to create your own log in password on MCA portal and then visit RUN application form on home page. OPC cannot carry out NBFC activities including investment in securities of any body corporates. As per my view, mutual fund distributor cannot start OPC.
Thank You Very much Madam.This is the best blog I have seen. Now my Interest has been increased in the subject also.
Thank you for your comments.
Thanks Ma’m for such a crisp write-up. had one query if you could respond. In your write-up under “restrictions” you have said that OPCs cannot carry out NBFC activities including investment in securities in any body corporate. however, in FAQs you have said that OPC can become a member of a private company. Can you please clarify this!
Yes that is correct because there is difference in Private ltd and body corporate.
Is it necessary that Nominee must be DIN-Holder in the case of OPC
Not necessary. without his /her DIN, he/she can be nominee of OPC.
Thanks for all the information, it is of immense use. 🙂
Thanks!!
Dear Madam,
Is there any way to view nominee details on MCA site for OPC.?
How do we upload INC-3 to MCA??
INC-3 is not e-form. Please take print out of form 3 and attach to SPICE form. You can go to link- view public documents and download forms which you want after making nominal government fees.
Excellent information Madam
Thank you
Excellent Informaton madam, Thank your for sharing this.
Thank you for comment.
Dear Madam,
Thnx for such valuable information. I just wants to know that, what is the procedure & documents required to alter main object clause of an OPC.
OPC shall hold Extra ordinary general meeting for alteration of main object , submit e-form MGT-14 alongwith Altered MOA, certified copy of General meeting resolution.
Can I register OPC in my residential address ?
What documents needed to upload if I want to start OPC in my Father’s House, ground floor?
I cannot find INC-2 form
except INC-2 all forms found
Are MOA , AOA to be printed in Dummy paper signed in each page and upload scanned image with INC-2 ??
As per notification recently issued by the Government, INC -2 is not required for OPC. Form SPICE- i.e. INC-32 is to be filed with ROC.
e-form MOA e-form AOA shall be filed with e-form SPICE. No physical MOA AOA is required. The process of incorporation for members below seven is changed.
thank you
Excellent and concise information. Simply explained.
Thanks
Thank you
Dear Madam,
I love the way you explain and make every procedure simple in your blog. Can i suggest you to please write an article on how to make a Dormant Company Active. Eagerly waiting for your response.
One can file eForm MSC-4 for changing the status to ‘Active’. This is only formality.
Very Informative and helpful blog.
Thank you.
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?
Two OPC can have same address. There are no restricted requirement for appointment of nominee.
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.
please call me.
Awesome and much useful information. Nice and detailed explanation.
Thanks for sharing this excellent info and tweeted. 🙂
Thank you for your comment.
can a member of OPC transfer his/her entire shareholding to another person?
Yes by transfering entire share to another person means he wants to exit from membership and then he will not be treated as member.
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.
In OPC, Auditor shall be appointed in first Board meeting after its incorporation. In first Annual general meeting, he shall be appointed for five financial years and hold office till conclusion of sixth Annual General meetings.
Appoint Auditor in first board meeting. He shall be appointment in First annual general meeting for five financial years
Conversion of Proprietorship to OPC is possible ?
IF yes, How ?
Yes, Same as per conversion of Proprietorship firm into Private Ltd Company.
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 .
Hello Madam, I would like to register my OPC in the month of Jan-2017 and as you know the current financial year is about to close in coming months.
Do I have to file the tax return of new floated company after the completion of current financial year?
What you recommend in this case?
I think if there is any business operations, then IT return will be required to file.
Can i start 2 to 3 numbers of buiseness in opc .
If the business activities are more or less similar or related can be covered in one OPC.
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.
so if i am going by your comment i have to hold first AGM for appointing Stat Auditor ?????????
Yes
Dear mam,
what is the procedure to appoint a director in OPC??
DSC and Approved DIN is required. OPC will hold board meeting and appoint new director by passing board resolution, file e-form DIR-12 with ROC within 30 days of appointment.
can i start more buiseness in one opc…..
OPC is formed with specific object because it is controlled and run by one member only. It would be advisable to do specific business in one OPC.
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?
Yes. 1) In OPC there can be more than one director. 2) Yes
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.
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?
If it is Private Ltd company there are no fixed guidelines for fixing up remuneration of Directors. Based upon turnover or financial position, company can decide the amount of remuneration.
if i want to make opc how much money is required for registation and other think in formaction
Please call me.
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 ?
Appointment of CA is mandatory in OPC.
what class DSC should be obtained for OPC?
Class II
Mam what is the time limit to appoint first auditor in OPC???
Statutory auditor shall be appointed within one month from date of incorporation in First Board meeting.
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.
Sorry for late reply. After incorporation of OPC, OPC shall appoint Statutory Auditor (CA in practice), issue share certificate. INC-21 is not required.
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
For OPC Authorised capital requirement is Rs. 1 Lakh.
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.
In case of OPC, declaration in INC-8 is applicable.
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
OPC can become member or partner in other Private Limited company.
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,
In OPC only one member is allowed. In most of the cases, director and member is same. Nominee will automatically become member after death of member.
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.
For opc of only one person who already have his pan needs to apply another pan by name of his opc?
OPC is legal entity hence PAN in the name of OPC shall be required.
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.
You can register OPC in India and do business all over the world but in that case your object should specify this.
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.
CA has to maintain OPC accounts. The charges of CA will differ from one professional to another. It would be advisable to check with CA.
Is obtaining DIN is mandatory for nominee ?
Can Form 3 be filled with PAN only ?
DIN for nominee in case of formation of OPC is not mandatory. INC-3 can be filed with nominee’s pan and address proof details.
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
One lakh capital is minimum requirement of authorised capital for Private limited company. You may show paid up capital below Rs. 1 lakh at the time of incorporation.
Dear Mam
Also guide me that INC-22 should be filed subsequent to incorporation or along with INC-2.
INC-2 is the only form of submitting with ROC. INC-22 is not required.
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?
No.
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?
Limited liability means owner is liable to the extent of his shares in OPC.
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??
The Director has to fulfill the condition of resident in India every year.
thanks for detail explanation. it will help a lot.
can you pls help me out with format of MOA & AOA?
You can get MOA AOA format from Companies Act 2013 Table.
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! :’)
Thank you for nice comment.
Please explain the Procedure of Share Allotment after incorporation of OPC
Once the amount will be deposited in Bank, the company will hold Board meeting and pass board resolution for share allocation.
Can i start one person company
Yes you can decide to form OPC , please follow the process as specified on my blog.
thank you for sharing this knowledge. it is of a great use to me 🙂
Thank you for comment.
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.
Yes you can change company’s name without changing object.
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 ?
INC-3 is pdf format, just take print out after filling up the form and get signature of nominee and the attach scan copy to INC-2.
Great effort
Thank you
Whats the taxation procedure for an opc? Is there tax procedure is same as private co. Or individual tax rates apply ???
Same tax rates applicable to OPC as applicable to Private Limited company.
Dear Madam,
Very expressive and informative article. All doubts are clear now.
Thank you
I got great knowledge about this and please help me FOREIGNER CAN BE DIRECTOR IN INDIAN OPC COMPANY
Only Indian citizen and resident of India is allowed to be director of OPC.
EXCELLENT ARTICLE . NO FURTHER COMMENT . MANY THANKS
Thank you
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.
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?
If the member has decided to appoint nominee then INR -3 is mandatory to submit to ROC.
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.
It attestation of document from Gazetted officer is mandatory for OPC registration?
Pls guide
Thank you
Nadeem
no
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.
No. The company needs to show paid up capital in Memorandum of Association.
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.
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.
yes
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.
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.
For conversion of OPC into Pvt. Ltd, one has to wait for two years also the OPC shall reach the turnover limit of more than Rs. 2 crores or paid up capital of Rs. 50 lakh
After completion of 2 years can an OPC be converted in to Pvt Limited even if the turnover is less than 2 Crores or Paid up capital is less than 50 lakhs?
While conversion , the limit of turnover and capital should be considered and then only after 2 years OPC into Pvt. ltd can be possible.
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
You can open bank account in Calcutta. You need to obtain PAN TAN and PT registration.
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
yes
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?
Yes Person who is director of on OPC cannot form another OPC but he can be partner of another partnership firm.
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?
Since OPC is private Limited company, it is advisable to appoint statutory auditor
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
1) After Certificate of incorporation, no certificate is required for commencement. You can open bank account and do business.
2) File form ADT-1 for his appointment with ROC for compliance purpose.
Thanks for the Niice advice.
Regards,
Thanks!!
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
Sorry for late reply. You may call me i can help you to register OPC.
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?
No.
Can a person having OCI(Overseas Citizenship of India) card AND resident of India for more than 2years(basically moved back) open OPC ?
Indian national and Indian resident can become member of OPC.
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.
In case of OPC, e-form INC-22 is not required. In INC-2 the proof of registered address has to be attached.
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??
For making application for Dormant status, you can file application without filing pending annual forms.
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
Yes you can apply for conversion of OPC into Private Limited as turnover exceeds Rs. 2 crore.
Hi Meenal,
This is a great information. and answers most of the questions for a entrepreneur looking for a start-up.
Thanks for your comment
HI mam,
Its really nice article and so helpful
Thank you
can i start company without any capital
For OPC, the minimum authorised and paid up capital shall be Rs. 1 lakh. You cannot start company without capital.
but madam, is there any other option without capital to start company
no