Your Step-by-Step Journey to One Person Company (OPC) Registration
Registering a One Person Company (OPC) in India involves several steps and compliances with the Companies Act, 2013. Below is a step-by-step guide to registering an OPC in India:
Step 1: Obtain Digital Signature Certificate (DSC)
- The first step is to obtain a Digital Signature Certificate (DSC) for the proposed Director of the OPC. This is required for digitally signing the incorporation documents.
Step 2: Obtain Director Identification Number (DIN)
- The proposed Director of the OPC needs to obtain a Director Identification Number (DIN) from the Ministry of Corporate Affairs (MCA) if they don’t already have one. DIN can be obtained by filing Form DIR-3 online.
Step 3: Name Reservation
- Once the DSC and DIN are obtained, the next step is to reserve a name for the OPC. The proposed name should be unique and not similar to the name of any existing company. The name can be reserved by filing Form SPICe+ (Simplified Proforma for Incorporating Company Electronically) or through the RUN (Reserve Unique Name) web service on the MCA portal.
Step 4: Preparation of Documents
- Prepare the necessary incorporation documents, including the Memorandum of Association (MOA) and Articles of Association (AOA) of the OPC.
Step 5: Filing of Incorporation Documents
- Once the name is approved, file the incorporation documents along with the requisite fees with the Registrar of Companies (ROC) within 20 days from the date of name reservation. The documents include Form SPICe+ or SPICe (for Part A and Part B), MOA, AOA, and other supporting documents.
Step 6: Certificate of Incorporation
- Upon verification of the documents, if found in order, the ROC will issue a Certificate of Incorporation (COI) for the OPC. The COI signifies the legal existence of the company.
Step 7: PAN and TAN Application
- After obtaining the COI, apply for the Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) of the OPC.
Step 8: Bank Account Opening
- Open a bank account in the name of the OPC and deposit the minimum required share capital.
Step 9: Post-Incorporation Compliances
- Fulfill other post-incorporation compliances such as issuing share certificates to the sole shareholder, appointment of the nominee Director, if applicable, and maintaining statutory registers and records.
Step 10: GST Registration, if applicable
- If the turnover of the OPC is expected to exceed the threshold limit, apply for Goods and Services Tax (GST) registration.
It’s important to note that certain compliances such as annual filings, board meetings, and maintenance of statutory registers need to be adhered to even after the registration of the OPC to ensure compliance with the Companies Act, 2013, and other applicable laws. Additionally, seeking professional advice from a Chartered Accountant or Company Secretary is advisable to ensure smooth registration and compliance processes.
FAQ's
Any individual who is an Indian citizen and resident in India can incorporate an OPC. However, certain individuals, such as minors, insolvents, and non-residents, are not eligible to form an OPC.
There is no minimum capital requirement for incorporating an OPC. The OPC can be registered with any amount of authorized capital as decided by the sole member of the company.
Yes, a private limited company with a paid-up capital of less than Rs. 50 lakh and an annual turnover of less than Rs. 2 crore can convert into an OPC by following the prescribed procedure under the Companies Act, 2013.
Yes, an OPC can be converted into a private limited company or any other form of business entity subject to compliance with the relevant provisions of the Companies Act, 2013.
After incorporation, an OPC is required to comply with various statutory requirements such as filing of annual returns, financial statements, and other documents with the Registrar of Companies (ROC). It also needs to hold board meetings and maintain statutory registers as per the Companies Act, 2013.
Yes, every OPC is required to appoint a nominee Director who shall become the member of the OPC in case the sole member (owner) becomes incapacitated or dies.
No, only Indian citizens and residents are eligible to incorporate an OPC in India. Foreign nationals can explore other business structures such as private limited companies or limited liability partnerships (LLPs) to start their businesses in India.
OPCs are eligible for certain tax benefits under the Income Tax Act, 1961, such as deductions for business expenses, tax exemptions for small businesses, and concessional tax rates. However, the tax benefits may vary based on the business activities and turnover of the OPC.
No, by definition, an OPC can have only one director. However, it is mandatory to appoint a nominee Director, as mentioned earlier.
Yes, the name of an OPC can be changed after incorporation by following the prescribed procedure under the Companies Act, 2013, and obtaining approval from the Registrar of Companies (ROC).