Guide for One Person Company Registration

Guide for

One Person

Company Registration

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Guide for One Person Company (OPC) Registration © www.companiesinn.com 2

Table of Contents

11 OOnnee PPeerrssoonn CCoommppaannyy ((OOPPCC)) ...................................................................................................................................................... 44

22 WWhhoo ccaann rreeggiisstteerr aa OOnnee PPeerrssoonn CCoommppaannyy?? ...................................................................................................... 44

2.1 Shareholder in One Person Company .........................................................................4

2.2 Directors of One Person Company ..............................................................................4

2.3 Who are NOT eligible to become a member or Nominee in OPC?.........................4

33 NNoommiinnaattiioonn iinn OOnnee PPeerrssoonn CCoommppaannyy ........................................................................................................................ 55

3.1 Nomination .....................................................................................................................5

3.2 Withdrawal of Nomination by Nominee ....................................................................5

3.3 Withdrawal of Nomination by Member .....................................................................5

44 RReessppoonnssiibbiilliittiieess ooff NNoommiinneeee .......................................................................................................................................................... 55

55 RReessttrriiccttiioonnss ooff OOPPCC ........................................................................................................................................................................................ 55

66 RReeqquuiirreemmeennttss ffoorr OOPPCC RReeggiissttrraattiioonn ................................................................................................................................ 66

6.1 Members, Directors and Capital ..................................................................................6

6.2 Digital Signature Certificate (DSC) ..............................................................................6

6.3 Director Identification Number (DIN) ........................................................................7

6.4 Company Name ..............................................................................................................7

6.5 Company Objects ...........................................................................................................8

6.6 Registered Office ............................................................................................................8

77 DDooccuummeennttss && DDeettaaiillss RReeqquuiirreedd ffoorr RReeggiissttrraattiioonn .................................................................................... 88

7.1 Shareholder, Proposed Director(s) & Nominee Shareholder...................................8

7.2 Registered Office Address ............................................................................................9

7.2.1 At the Time of Incorporation .......................................................................................................... 9

7.2.2 After Incorporation .......................................................................................................................... 9

88 CCoommppaannyy IInnccoorrppoorraattiioonn && PPoosstt IInnccoorrppoorraattiioonn PPrroocceessss .............................................................. 99

8.1 Company Incorporation Process ..................................................................................9

8.1.1 Digital Signature Certificate (DSC) ................................................................................................ 9

8.1.2 Director Identification Number (DIN)......................................................................................... 10


8.1.3 Company Name Application ........................................................................................................ 10

8.1.4 Execution of Company Incorporation Documents .................................................................... 10

8.1.5 Submission of Incorporation Documents to ROC ...................................................................... 11

8.1.6 Certificate of Incorporation from ROC ........................................................................................ 11

8.2 Post Incorporation Process ..........................................................................................11

8.2.1 Verification of Registered Office Address ................................................................................... 11

99 TTiimmeelliinnee ffoorr CCoommppaannyy IInnccoorrppoorraattiioonn PPrroocceessss ((AApppprrooxx..)) .................................................... 1111

1100 OOtthheerr MMaatttteerrss rreellaattiinngg ttoo OOPPCC .............................................................................................................................................. 1122

10.1 Conversion of OPC to Private or Public company ..................................................12

10.1.1 Conversion to Private or Public company .................................................................................. 12

10.1.2 Automatic Conversion OPC to a public company or a private company .............................. 12

10.2 Transfer of Shares in OPC ...........................................................................................12

1111 CCoommppaannyy RReeggiissttrraattiioonn FFAAQQ ...................................................................................................................................................... 1122

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1 One Person Company (OPC)

One Person Company or OPC means a company which has only one person as a

member. OPC has all benefits of a private limited company such as protecting personal

assets from business liability, separate legal entity and perpetual succession. An OPC is

classified as a private company under Companies Act.

One Person Company (OPC) is a Company registered with ONLY ONE PERSON as its

shareholder.

2 Who can register a One Person Company?

Only an individual who is an Indian Citizen and Resident in India can incorporate a

One Person Company.

An individual can register only 1 (one) such One Person Company.

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.

2.1 Shareholder in One Person Company

Only a Natural Person Residing in India and Citizen of India can become member of

One Person Company.

An OPC can have ONLY ONE SHAREHOLER at any time.

2.2 Directors of One Person Company

OPC should have at least one Director. In case the articles of the company doesn’t state

otherwise, the Subscriber / Sole shareholder shall be deemed to be its first director until

another is appointed by the member.

2.3 Who are NOT eligible to become a member or Nominee in OPC?

The following persons cannot become a shareholder of an OPC.

a) Minor – A minor cannot even hold beneficial interest in OPC

b) Non-Indian Nationals

c) Overseas Citizen of India

d) Non Resident Indian

e) Company / LLP / A Body Corporate


3 Nomination in One Person Company

Member of an OPC has to nominate another person to become the member of the

company in the event of the Member's death or his incapacity to contract.

Only an individual who is an Indian citizen and resident in India can become nominee

for the sole member of a One Person Company.

3.1 Nomination

At the time of incorporation of OPC, the subscriber to the memorandum of a One

Person Company shall nominate another person in the Memorandum of Association

with his/her prior written consent to become the member of the company in the event of

the subscriber’s death or his incapacity to contract.

3.2 Withdrawal of Nomination by Nominee

The nominee may withdraw his/her consent at any time by giving a notice in writing to

such sole member and to the One Person Company and the sole member shall nominate

another person as nominee within fifteen days of receipt of the notice of withdrawal

and shall intimate such nomination in writing to the Company, along with the written

consent of other person so nominated.

3.3 Withdrawal of Nomination by Member

The member of One Person Company may at any time change the name of nominee by

giving notice and it shall be the duty of the member of One Person Company to

intimate the company about the name of the other person nominated by him and the

company shall also intimate the Registrar about such changes.

4 Responsibilities of Nominee

When the sole member of One Person Company ceases to be the member in the event of

death or incapacity to contract and his nominee becomes the member of such One

Person Company.

The new member shall nominate a person as his / her nominee within fifteen days of

becoming member and the company shall file with the Registrar an intimation of such

cessation and nomination within thirty days of the change in membership.

5 Restrictions of OPC

An OPC is subject to the following restrictions:


a) An OPC can have ONLY ONE SHAREHOLER at any time.

b) OPC cannot add any more shareholders as investors.

c) Cannot carry out Non-Banking Financial Investment activities

d) Cannot invest in securities of body corporate ie. The OPC cannot become a

member in any other company or LLP.

e) No minor can become member or nominee or can hold share with beneficial

interest of the One Person Company

f) One Person Company cannot be incorporated or converted into a company

under Section 8 of the Act. (Not for Profit Company)

g) The maximum paid up capital can be Rs.50 Lakhs (Fifty Lakhs) only

h) Average annual turnover should not exceed Rs.2 Crores.

i) Cannot be converted into any other kind of company within 2 years of

registration unless the paid up capital is increased beyond Rs.50 Lakhs or turn

over exceeds Rs.2 Crores.

6 Requirements for OPC Registration

6.1 Members, Directors and Capital

A One Person Company has the following requirements / restrictions:

Criteria Minimum Maximum

Share Capital No

Requirements

INR 50 Lakhs (When the Company Crosses this limit, it automatically gets

converted to a Private Company)

No of Shareholders 1 1

No of Directors 1 15

Turnover INR 2 Crores (When the Company Crosses this limit, it automatically gets

converted to a Private Company)

6.2 Digital Signature Certificate (DSC)

Digital Signature Certificate (DSC) is a legally recognized method of signing documents

electronically. A digital signature is a type of asymmetric cryptography used to

simulate the security properties of a handwritten signature on paper. Digital signature

schemes normally give two algorithms, one for signing that involves the user's secret or

private key, and one for verifying signatures that involves the user's public key. The

output of the signature process is called digital signature.

Documents are submitted to ROC online through www.mca.gov.in. These forms need

to be authenticated by signing with a Digital Signature Certificate issued by the

Certifying Authority in India.

http://www.mca.gov.in/


Every Directors of the Company must have a Digital Signature Certificate for making

application to obtaining the Director Identification Number (DIN) allotted by the

Ministry of Corporate Affairs (MCA).

6.3 Director Identification Number (DIN)

Directors Identification Number (DIN) is an identification number issued by the

Ministry of Corporate Affairs, Government of India, to Directors of a Company or

Designated Partners of an LLP.

Every Director of the proposed Company should have a Director Identification Number

(DIN) allotted by the Ministry of Corporate Affairs (MCA).

6.4 Company Name

'Company Name' is the name by which a registered Company is being identified.

Generally, name of the Company depicts its Trade Name or Brand Name along with its

main activities. In the case of a One Person Company, the name shall end with words

"(OPC) Private Limited". Company Name has three parts. 'The Name', 'Activity' and

words '(OPC) Private Limited’.

For Example 'CompaniesInn Solutions (OPC)Private Limited'. Here, 'CompaniesInn'

stands as unique name, Solutions refers to activities and '(OPC) Private Limited' refers

to the mandatory requirement of last words for describing the structure of the

Company.

Company Name approval and allotment process in India is administered by the

Ministry of Corporate Affairs (MCA) as per the Company Name Availability Guidelines

issued under Companies Act 2013.

The Company Name SHOULD

Be unique

Contain a noun and an activity word that reflects

its objectives

Be in line with Company Name Guidelines issued

by Ministry of Corporate Affairs.

The Company Name SHOULD

NOT

Be same, similar, identical or resembling to the name

of an existing Company or LLP registered.

Phonetically similar names also to be avoided.

Be similar of a registered trade mark or a trade mark

for which an application has already been filed

Be Offensive

http://companiesinn.com/learning-centre/companyllpnameguidelines/company-LLP-name-availability.php


6.5 Company Objects

Company Objects refers to the proposed business activities of the Company. Company

can have any legal business activities that are legal.

It is advisable to identify the main objects of the company in a particular line of

business. The name of the company must be in line with the main objects of the

company. The objects are described under a Clause in Memorandum of Association of

the Company.

6.6 Registered Office

The Company should have Registered Office as official correspondence address for all

official communications of the company. This need not necessarily be a commercial

space.

At the Time of Incorporation, a temporary address can be provided as Company’s

Registered Office Address. It could be any address including address of any of the

Directors.

7 Documents & Details Required for Registration

7.1 Shareholder, Proposed Director(s) & Nominee Shareholder

The Member of OPC and proposed Directors and Nomine Shareholder have to produce

the following documents duly attested / certified as Identity / Address Proof in relation

to obtaining Digital Signature, Director Identification and for filing the Incorporation

Documents.

Category Document Required Identity Proof

Permanent Account Number (PAN) Card (Mandatory for Indian Nationals)

Additional Identity Proof (Any one of the Document)

a) Passport

b) Driving License

c) Aadhaar Card

d) Voter Identity Card

Address Proof (Any one of the Document / Not older

than 2 months)

a) Telephone Bill

b) Electricity Bill

c) Bank Statement

d) Mobile Bill

Important Notes - Document Requirements a. All the Copies of documents must be Self Attested by the applicant

b. Telephone Bill / Mobile Bill/Electricity Bill / Bank Account Statement must be in the name of

applicant and should not be older than 2 months.


c. In case of documents that are in languages other than English, it should be translated to English

with the help of a professional translator, carrying his details (name, signature, address, and seal)

d. If the proposed director has a valid Director Identification Number (DIN) and if he or she is a

proposed shareholder, the address in MCA records and should match with present address proof.

7.2 Registered Office Address

7.2.1 At the Time of Incorporation

At the Time of Incorporation, a temporary address can be provided as Company’s

Registered Office Address. It could be any address including address of any of the

Directors. The address furnished at the time of Incorporation shall be captured on

the Certificate of Incorporation.

7.2.2 After Incorporation

Within 15 days of Incorporation, a Company should have an office as its

Registered Office for receiving and acknowledging all communications and

notices addressed to it. Within 30 days of Incorporation, Company has to furnish

the Permanent Registered Office Address to the Registrar duly verified with proof

of address along with No-Objection Letter from owner of the premises.

The following documents are required to file return of verification of registered

office with Registrar of Companies within 30 days of Incorporation.

Ownership of Registered

Office

Documents Required

If the Registered Office is

taken on rent by the

Company

a) Notarized copy of Rent Agreement

b) Copy of Rent paid receipt

c) Copy of Electricity Bill or Tax Paid Receipt

If the Registered office is

owned by any other

person

a) No-Objection letter from the owner

b) Copy of Electricity Bill or Tax Paid Receipt

NOTE: In case the address on the Electricity Bill or Tax Paid Receipt is incomplete, an additional address proof

with complete address in the name of the owner of the premises shall also be furnished.

8 Company Incorporation & Post Incorporation Process

8.1 Company Incorporation Process

8.1.1 Digital Signature Certificate (DSC)

Every proposed Director has to obtain a Digital Signature Certificate (DSC) issued by

Certifying Authorities appointed under Information Technology Act 2000. An


application in the prescribed format along with Identity and address documents is

required to be submitted to the office of Certifying Authority for issue of DSC.

8.1.2 Director Identification Number (DIN)

DIN can be obtained by filing an online application with a copy of identity and address

proof using the Digital Signature Certificate (DSC) of applicant and certified by a

Company Secretary / Chartered Accountant / Cost Accountant in Practice.

8.1.3 Company Name Application

Availability of a Company Name for registration can be verified at www.mca.gov.in.

The search results may not guarantee that the searched name will be available for

registration as the company name has to be approved by office of ROC.

The application for Company Name has to be filed for getting the company name

approval from the ROC. It is preferable to submit the application with multiple names

in the order of preference.

Multiple names can be submitted for approval in one application in the order of

preference. If the first applied name is not available, ROC will approve the next name.

If you are very particular about a name, it is preferable to apply with that name only

and in case that name is not available apply the next preferable name.

If there is no Company or LLP registered already with the same or similar names, the

proposed shall be approved by the ROC subject to Company Name Availability

Guidelines issued under Companies Act 2013.

Once approved by the office of ROC, Company Name shall be available for 60 days

from the date of application. Company registration documents have to be executed and

filed within this time line.

8.1.4 Execution of Company Incorporation Documents

Once the company name is approved, the company incorporation documents such as

Memorandum of Association (MOA) and Articles of Association (AOA) and related

documents have to be executed by the promoters in the prescribed format.

MOA and AOA have to be executed by the subscribers by writing their details such as

Name, Father's Name, Residential Address, Occupation and the Number of Shares they

agree to subscribe in their own handwriting and have to sign the same. The signatures

of the subscribers have to be witnessed by a person with his/her Name, Father's Name,

Residential Address and Occupation.




8.1.5 Submission of Incorporation Documents to ROC

Duly executed MOA and AOA has to be submitted to the office of ROC in the

respective state for company registration through online along with Company

Registration Fee. Along with MOA and AOA, details of directors are also required to be

filed with the ROC.

As the documents are filed through online application, originally executed MOA and

AOA are not required to be filed with the ROC. The same have to be preserved by the

promoters as permanent records.

8.1.6 Certificate of Incorporation from ROC

After due verification of MOA, AOA and other details, the ROC will register the

company and will issue the Certificate of Incorporation (COI). ROC will also allocate a

Corporate Identification Number (CIN) to the company so registered.

The Certificate of Incorporation is issued by the ROC in Electronic Format signed with

the digital signature certificate. No physical certificate will be issued by the office of

ROC.

8.2 Post Incorporation Process

8.2.1 Verification of Registered Office Address

From the 15th day of registration, company should have a permanent address as

registered office receiving and acknowledging all communications and notices. Within

30 days of registration, the company has to file a return of verification of registered

office with proof of registered office address with Registrar of Companies.

9 Timeline for Company Incorporation Process (Approx.)

Approximate Timeline for Company Incorporation Process are as follows:

*Notes:

Process Time Line*

Digital Signature Certificate (DSC) Order Date* + 3 Days*

Director Identification Number (DIN) Order Date + 4 Days

Company Name Application Order Date + 5 Days

Company Name Approval Order Date + 15 Days

Execution of Company Incorporation Documents Order Date + 16 Days

Submission of Incorporation Documents to ROC Order Date + 18 Days

Certificate of Incorporation from ROC Order Date + 25 Days

Verification of Registered Office Incorporation + 15 Days


a) ‘Timeline’ referred above is only indicative.

b) ‘Order Date’ refers to the date when we receive ALL THE REQUIRED DOCUMENTS at CompaniesInn

office in Bangalore.

c) ‘Day’ refers to a Working Day.

d) The attainment of timeline depends on receipt of complete set of required documents from the customer and

the speed by which each ROC office processes the applications.

e) Generally any document filed with Registrar for Company Name and Company Registration takes 3-10

Working days for processing after filing. There are cases; the process will be completed well ahead of time

also. In certain states, it takes more time due to pendency of work at ROC office. In case of any technical or

system issues, the days lost due to the contingencies also have to be considered.

10 Other Matters relating to OPC

10.1 Conversion of OPC to Private or Public company

10.1.1 Conversion to Private or Public company

A One Person company can get itself converted into a Private or Public company by

increasing the minimum number of members and directors to two or minimum of

seven members and two or three directors as the case may be, and by maintaining the

minimum paid-up capital for Private or Public company and by making due

compliance under the Act for conversion.

10.1.2 Automatic Conversion OPC to a public company or a private company

A One Person Company shall cease to be entitled to continue as a One Person Company

and is required to get convert itself into a public company or a private company in the

following cases:

i. When the paid up share capital of a One Person Company exceeds INR 50 lakhs.

ii. When its average annual turnover exceeds INR 200 Lakhs during the period of

immediately preceding three consecutive financial years.

10.2 Transfer of Shares in OPC

Shareholding of OPC Member can be transferred to any other individual who is an

Indian Citizen and Resident in India. OPC cannot have more than ONE shareholder at

any point of time

11 Company Registration FAQ

To Read Company Registration FAQ visit www.CompaniesInn.com

http://companiesinn.com/learning-centre/companyregistration/company-registration-FAQ.php

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Guide for One Person Company Registration

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