Registering an OPC (One Person Company) in India involves several legal and procedural steps. The OPC is a type of company that allows a single individual to form a private limited company, with the liability of the shareholder limited to their shareholding in the company. Here’s a step-by-step guide to registering an OPC in India:
1. Obtain Digital Signature Certificate (DSC)
Every director of the OPC needs to have a Digital Signature Certificate (DSCOPC Company Registration) to sign electronic documents during the registration process.
DSC can be obtained from government-recognized Certifying Authorities.
2. Obtain Director Identification Number (DIN)
The director(s) must obtain a Director Identification Number (DIN), which is a unique identification number for directors. The DIN can be applied through the Ministry of Corporate Affairs (MCA) portal.
A DIN is mandatory for the individual who will be the sole director of the OPC.
3. Choose a Company Name
The name of the OPC must be unique and not identical to any existing company or trademark.
The name must include "One Person Company" or "OPC" as part of the company name.
You can propose the name through the MCA's RUN (Reserve Unique Name) service, which will check the availability of the name.
4. Prepare the Required Documents
- For the Director:
- PAN card (for Indian nationals)
- Address proof (such as utility bills, bank statements, etc.)
- Passport-sized photograph
- For the Registered Office:
- Proof of the registered office address (such as a rent agreement if the office is rented or a utility bill as proof of address)
- No Objection Certificate (NOC) from the landlord, if applicable.
5. Incorporation Documents
Memorandum of Association (MOA) and Articles of Association (AOA): These documents specify the company's objectives and internal rules. Since this is an OPC, the MOA should mention the "One Person Company" status.
Consent of the Sole Member and Director: This document confirms the individual’s consent to act as a director and member of the company.
Form INC-9: This is a declaration by the subscriber to the memorandum.
6. File Forms with the Ministry of Corporate Affairs (MCA)
- The following forms need to be filed with the MCA:
- SPICe+ (INC-32): This is a simplified form for incorporating a company. It allows for the filing of all necessary documents for the registration of the company, including the MOA and AOA.
- AGILE PRO (INC-35): This form is for registering the company for GST, EPFO, and ESIC (if applicable).
- Form DIR-12: Details of the director (for appointment).
- Form INC-22: Registered office address of the company.
7. Obtain Certificate of Incorporation
Once the documents are submitted and verified, the Registrar of Companies (RoC) will process the application. If everything is in order, the company will be registered, and a Certificate of Incorporation will be issued.
The Certificate of Incorporation is proof that the OPC has been successfully registered.
8. Apply for PAN and TAN
After incorporation, the company needs to apply for a PAN (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number) from the Income Tax Department.
The PAN and TAN can be applied online through the official portals.
9. Register for GST (if applicable)
If the annual turnover of the OPC is expected to exceed the GST threshold limit, the company must register for GST.
GST registration can be done through the GST portal.
10. Compliance after Registration
Annual Return Filing: The OPC needs to file an annual return (Form MGT-7) and financial statements (Form AOC-4) every year with the MCA.
Board Meeting Minutes: Although an OPC only has one director, it is still required to maintain minutes and records of board meetings.
Key Benefits of an OPC:
Limited Liability: The liability of the sole member is limited to the unpaid amount of the share capital.
Separate Legal Entity: The OPC is considered a separate legal entity distinct from its member.
Fewer Compliance Requirements: Compared to a private limited company, OPCs enjoy simpler compliance and fewer requirements, making it ideal for solo entrepreneurs.
Key Limitations of an OPC:
Cannot Have More Than One Member: An OPC can have only one member, and the director of the OPC must also be the sole shareholder.
Restriction on Capital and Business Scale: The annual turnover of an OPC should not exceed ₹2 crore, and it can have only one director and one shareholder.
Conclusion:
Setting up an OPC can be a good option for single entrepreneurs looking to benefit from limited liability protection. However, it’s essential to be aware of the compliance requirements and limitations associated with this structure.
If you're planning to register an OPC, you may want to consult a professional (like a company secretary or CA) to guide you through the process, especially for document preparation and filing.