How does an One Person Company(OPC) Form?

Last Updated On: Aug. 17, 2021, 10:49 p.m.
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HOW DOES AN ONE PERSON COMPANY (OPC) FORM?

 

A One Person Company (OPC) is a company incorporated by an individual. According section 2(62) of the Company's act of 2013, such a company can be formed with just 1 director and 1 member.

According to Section 2(62), and OPC gives a single promoter full control over the company while limiting his/her liability to their capital contributions to the business. This individual must be the only shareholder of the company and can also be the director of the company. There is also a provision for a nominee director, but he/she has no power until the original director is incapable of entering into a contract.

 

What is the Eligibility Criteria for forming a OPC?

According to Rule 3 of the Companies (Incorporation) Rules, 2014, 

Only a natural person who is an Indian citizen and whether resident in India or otherwise-

– Shall be eligible to incorporate a one person company;

–  Shall be a nominee for the sole member of a one person company.

The term ‘resident in India’ means a person who has stayed in India for a period of not less than 120 days immediately preceding one calendar year.

 A natural person shall not be a member of more than a one person company at any point in time and the said person shall not be a nominee of more than a one person company

No minor shall become a member or nominee of the OPC nor hold shares with beneficial interest.

Additionally, such a company cannot carry out non-banking financial investment activities including investment in securities of any other corporations.

 

BENEFITS OF ONE PERSON COMPANY(OPC)

An OPC is a separate legal entity, distinct from its sole member. This means that the sole member’s liability is limited to his or her contribution to the business. This structure is unique in India because all other limited liability companies require more than one member. A single member of the OPC structure may make all decisions quickly without any unnecessary delay due to group deliberation.

The OPC model gives rise to various benefits such as – 

  • Autonomy in existence and management 
  • Corporate tax flexibility and exemptions 
  • Separate legal existence 
  • Limited liability 
  • Credibility and status recognition for a business
  • Easy funding 

 

Documents Required for OPC Registration

  • PAN Card of owner
  • Passport size photograph of the owner
  • Copy of Aadhaar card/voter identity card
  • Copy of property papers (if owned)
  • NOC from the landlord 
  • Copy of rent agreement and NOC from the landlord (if rented)
  • The Memorandum of Association (MoA)
  • The Articles of the Association (AoA) 
  • Nominee’s consent in Form INC-3 along with their PAN card and Aadhaar card
  • Electricity/ water bill 

 

Procedure for Forming a One Person Company

Obtaining a  Digital Signature Certificate (DSC)

As incorporation is now done online, obtaining a DSC is compulsory. Further, to make this possible, the director in the OPC needs a Class-II Digital Signature Certificate (DSC). The entire process can take 3-5  days.

Apply for DIN

Once the Digital Signature Certificate (DSC) is created, the next step is to apply for the proposed Director Identification Number (DIN) in the SPICe+ form, along with the director’s name and address proof.

Applicants will no longer need to file Form DIR-3 separately. DIN can now be obtained in the SPICe + form itself.

Filling of Forms via SPICe+

The form has two parts, namely 

  • Part A – Name approval
  • Part B –  Incorporation of company

Stakeholders can avail of 5 different services in one form by applying for Incorporation of a new company through the SPICe+ form (INC-32).

Name reservation

Allotment of director identification number (DIN)

Incorporation of a new company

  • Allotment of PAN
  • Allotment of TAN
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