ONE PERSON COMPANY (OPC)
Companies Act, 2013 introduces a new concept for registration of One Person Company by one person by subscribing his name to memorandum and by complying with the provisions of the Act. Such a company may have a single member acting as Promoter, Director and Member.
OPC is similar to a sole proprietorship business, except where OPC will be registered with the Registrar of companies and has limited liability. OPC is deemed to be a corporate entity and the financial liability of that one-person owner is limited to the extent of his commitment to the share capital unlike that of a proprietorship firm where his liability is unlimited.
At the time of Registration of One Person Company the person concerned shall nominate another person to act on his behalf in the case of his death. The nominee shall give his written consent to be such a nominee. The member of the OPC will have the right to change the nominee at any time with due intimation to the Registrar. Nomination would become part of the documents like Memorandum of Association and Articles of Association to be filed with the Registrar at the time of incorporation of One Person Company. The nominee shall become the legal owner with all the rights of the original person in the case of the death of that person and the latter shall nominate another to succeed him in the event of his death.
Salient Features of One Person Company
1 Only a Private Limited Company can be registered as a One Person Company.
2 One Person Company has only one person as a member/shareholder.
3 Only a natural person, who is an Indian citizen and resident in India can register a One Person Company and can be the nominee. Such a person shall incorporate or become nominee of only one OPC. A minor shall not be eligible to become a member or nominee of the One Person Company or can hold share with beneficial interest.
4 Incorporation of One Person Company may be either as: a company limited by shares or company limited by guarantee or an unlimited company.
5 The words "One Person Company" should be mentioned in brackets below the name of the One Person Company.
6 One Person Company shall indicate the name of the nominee/other person in the memorandum.
7 The written consent above, shall be filed with the Registrar at the time of incorporation of One Person Company along with its MOA & AOA (Memorandum and Articles)
8 The member/Shareholder of One Person Company may change the nominee/other person at any time, by giving notice to the other person and intimate the same to Company. Then the Company should intimate the same to the Registrar. Any such change in the name of the person shall not be deemed to be an alteration of the memorandum.
9 In case of the death of member/shareholder or his incapacity to contract, then nominee/other person become the member of the Company
10 Member/Shareholder of the One Person Company acts as first director, until the Company appoints director(s)
11 One Person Company can appoint maximum 15 directors, but minimum should be one director
12 OPCs are provided with simpler legal and governance regime for their operation along with relaxations from a number of compliance requirements relating to holding of general meetings and board meetings. One Person Company need not to hold any AGM (Annual General Meeting) in each year
13 Cash Flow Statement may not include in the financial statements of One Person Company
14 One Director is sufficient to sign the Financial Statements/Director's Report
15 Within 180 days from the closure of the Financial Year, One Person Company should file the copy of the Financial Statements with Registrar
16 One Person Company should inform to the Registrar about every contract entered and also should record in the minutes of the meeting with in 15days from the date of approval by the BOD (Board of Directors)
17 All contracts except contracts in the ordinary course of business entered by an OPC with the sole member who is also a director of the OPC are required to be reduced to writing or recorded in the minute books.
18 Such contracts are also required to be informed to the Registrar of Companies, while such safeguards are necessary to safeguard the interest of persons including creditors while dealing with OPC.
19 OPC cannot carry out Non-Banking Financial Investment activities including investment in securities of anybody corporate
20 OPC is suitable only for small business. OPC can have maximum Paid up share capital of Rs.50 Lakhs or Turnover of Rs.2 Crores. Otherwise OPC need to be converted into Private Ltd Company
21 One person Company cannot be converted voluntarily into any kind of company unless two years is expired from the date of incorporation, except threshold limit (paid up share capital) is increased beyond 50 lakh rupees or its average annual turnover during the relevant period exceeds 2 crore rupees.
Steps to Incorporate/ Register a One Person Company in India:
1. Finalising a company name and address of the registered office or an address for correspondence till registered office is established.
2. Obtaining the Digital Signature
3. Obtaining the DIN (Director Identification Number) for the proposed Director of the company.
4. Filing for and obtaining name approval for setting up company in India.
5. Filing INC 32, 33 & 34 to register One Person Company in India along with applicable fees and stamp duty. PAN & TAN Also gets approved simultaneously.
6. Obtaining the Certificate of Incorporation.
7. Opening Company's Bank Account.
8. Other registrations and Licenses with regulatory authorities as applicable to the company and obtaining the necessary permissions for setting up OPC in India.
Other Registrations: Professional Tax Registration, Registration under Karnataka Shops & Commercial Establishment Act, Service Tax Registration, VAT Registration, GST Registration, MSME Registration Etc.
The general documents required for registering a One Person Company in Bangalore and any state of India:
1 ID proof of the proposed Directors and Subscribers / Promoters: PAN Card, Passport. (Income-tax PAN is a mandatory requirement as proof of identity for Indian Directors and passport is a mandatory requirement as proof of identity for foreign nationals/directors.)
2 Address proof of the proposed Directors and Subscribers / Promoters: Passport, Election (voter identity) card, Driving licence, Aadhar Card,
3 Residential Address Proof of the proposed Directors and Subscribers / Promoters: Bank Statement / Electricity Bill/ Telephone Bill/ Mobile Bill. - any one, any one –should be in the name of applicant only, documents should not be older than 2 months from the date of filing of the form.
4 Passport size photographs of the each Director.
5 Complete details about shareholder/Promoter and/or the Address and ID proofs.
6 Few affidavits & Declarations.
7 Address for correspondence until registered office is established: Instead of having registered office at the date of incorporation, a company may have registered office on and from the 15th day of its incorporation. Verification of registered office has to be filed within 30 days of incorporation. OR
Address Proof of Registered office of the company:
a. Utility Bills : Electricity Bill/ Telephone Bill/ Mobile Bill/ Gas Bill - should not be older than 2 months from the date of filing of the form
b. Conveyance/Lease deed/Rent Agreement along with the rent receipts
c. No objection Certificate from the owner of the Building.
d. Specify List of all the companies (Mention their CIN) having the same registered office address, if any;
We handle everything that you need to do to register your business in India, whether it is a private limited company or Public Limited Company or LLP or OPC or Proprietorship Concern or Partnership Firm. Please contact us to learn how we can provide a customized solution to help you reach your business goals.