OPC Registration

OPC Registration

A One Person Company (OPC) is a business form that combines the advantages of both a sole proprietorship and a company. Find expert help from trained professionals at _________ for OPC registration services.

• Smooth registration process for One Person Company.
• Preparing and filing documents for OPC registration.
• Professional support for DSC and DIN for directors.
• Strategic advice on financial planning and tax regulations.
• Compliance services for regulatory and legal compliance.

Overview of OPC Registration

The Companies Act, 2013 introduced a new kind of Company called One Person Company or OPC registration. An OPC is like a regular company with benefits like limited liability and being treated as a separate legal entity.

A single individual could not establish a business prior to the Companies Act of 2013. A sole proprietorship was the only legal form of business ownership available to new entrepreneurs. This was due to the need for a business to be formed with a minimum of two directors and two members.

According to Section 2(62) of the Companies Act 2013, a company can now be made with just one director and one member. The director and member can be the same person. Compared to a private firm, an OPC has less regulations to follow. 

Benefits of OPC Registration in India:

Following are the benefits of OPC registration in India:

Legal Protection:

• OPC has a separate legal identity from its members, shielding the founder.
• Member's liability limited to shares, not personally accountable for losses.
• Creditors can only pursue legal action against the OPC, not the member.

Easy Fundraising:

• OPC can attract funds from venture capitalists, angel investors, and incubators.
• Viewed favorably as a private corporation, simplifying loan acquisition from financial institutions.

Reduced Compliance Requirements:

• Companies Act, 2013 grants OPCs exemptions and reduced compliance.
• No cash flow statement requirement, director alone can handle tasks like signing accounts books.

Simple Incorporation:

• Requires only one member and one nominee, with the member often acting as the director.
• No minimum paid-up capital requirement, simplifying incorporation compared to other companies.

Ease of Management:

• Single-person management facilitates quick decision-making and easy resolution passing.

Fewer Compliance Requirements:

• Registration process for OPCs needs minimal paperwork due to reduced compliance requirements.

Benefits for Small Scale Industries:

• Avail easy funding without collateral security, lower interest rate loans, and benefits under foreign trade policy.
• Facilitates progress and development, especially in early stages.

Perpetual Succession:

• Despite having one member, OPC enjoys perpetual succession.
• Nominee appointed during incorporation takes over in the event of the member's demise.

Checklist for OPC Registration Online

The following are the essentials for OPC registration online in India:

Documents Required for OPC Registration:

Following documents are essential for OPC registration online:

• Memorandum of Association or MoA
• Articles of Association or AoA
• Nominee's consent, PAN card as well as Aadhaar card (submitted via Form INC-3)
• Proof of Regd. Office
• Declaration by proposed director (Form INC-9 and DIR-2)
• Declaration by qualified professionals for certifying legal compliances.

OPC Registration Process:

Following are the steps for OPC Company registration procedure in India:

Step 1: Apply for DSC

• Obtain Digital Signature Certificate (DSC) for proposed director with required documents i.e. Address proof, Aadhaar card, PAN card, Photo for identification, Email Id, Phone no.

Step 2: Apply for DIN

• Apply for Director Identification Number (DIN) via SPICe+ form.
• Provide name and address proof of director.
• DIN can now be applied within SPICe+ form for up to three directors.

Step 3: Name Approval Application

• Decide on company name in "ABC (OPC) Private Limited" format.
• Submit name approval application in Form SPICe+.
• Only one preferred name allowed with significance; can reapply if rejected.

Step 4: Documents Required

Prepare documents for submission to ROC:

• Memorandum of Association (MoA) and Articles of Association (AoA).
• Nominee appointment with consent in Form INC-3, PAN card, and Aadhaar Card.
• Proof of registered office, ownership proof, and NOC from owner.
• Declaration and Consent of proposed Director (Form INC-9 and DIR-2).
• Professional declaration certifying compliance.

Step 5: Filing of Forms With MCA

• Attach documents to SPICe+ Form, SPICe-MOA, and SPICe-AOA.
• Upload to MCA site with DSC of Director and professional.
• PAN Number and TAN generated automatically.

Step 6: Issue of Certificate of Incorporation

• ROC verifies documents and issues Certificate of Incorporation.
• Business operations can commence thereafter.

What Are the Compliances for One Person Company in India

The Companies Act of 2013 has certain rules that need to be followed by companies within specific deadlines. These regulations can be broken down into four main groups: annual compliances, frequent compliances, compliances based on events and one-time compliances following incorporation.

The mandatory compliances for an OPC post registration include:

Given below is the table showing the timelines for OPC compliances to be followed:

Timelines for OPC Registration

The time required for registration of OPC is as given below:

Procedure for Conversion of OPC into Private Company

Introduction One person Company is totally a revolutionized concept brought by the Companies Act, 2013 where a single person can easily form a company of his own enjoying both the benefits of sole ownership as well as corporate identity. Th provisions governing OPC are contained in Section 3 and Section 18 of Companies Act, 2013 read with relevant rules. In this article we will discuss about the complete particulars when an OPC voluntarily converts itself into Private Company and the detailed procedure regarding the same.

Legal Framework in relation to Conversion of OPC into Private Company:

Section 18 of the Companies Act, 2013, Companies (Incorporation) Rules, 2014, and Companies (Incorporation) Second Amendment Rules, 2014 discuss about the Conversion of OPC into a Private Limited. After the coming of Companies (Incorporation) Second Amendment Rules, 2014 amended the following conditions regarding the voluntary conversion of OPC into Private Company:

(a) Ministry has waived off the condition of completing mandatory two years lean-on period for any OPC to convert itself into any other kind of company except Section-8 company. Now any OPC after April, 2021 can convert itself into any other form irrespective of its incorporation date.

(b) Also, earlier any OPC when it’s paid-up capital or turnover reaches 50 lacs rupees or 2 crore rupees respectively has to mandatorily convert itself into any other form after increasing the no. of members and directors to whichever number it wants which means there was certain boundary lines already drawn for OPC restricting its operations. Now any OPC can continue itself being an OPC even after crossing the abovementioned threshold limits.

Procedure of conversion:

Rule 6 of Companies (Incorporation) Second Amendment Rules, 2021 prescribe the Conversion of One Person Company into Private Limited Company-

(a) Convene Board Meeting for approving the resolution for the voluntary conversion of OPC into Private Limited.

(b) Communicate the resolution to single member and make an entry in the respective minute book and get it passed on the date when signed by single member. The special resolution has to be passed for approving:

i) The voluntary conversion

ii) Amending the alterations in MOA and AOA of the Company.

iii) Increasing the number of Directors.

(d) File DIR-12 with the concerned ROC for increase in the no. of Directors.

(e)File MGT-14 with the Registrar of Companies within 30 days of passing the necessary member resolution.

NOTE: Before filing of MGT-14, please ensure that you have already increased the number of directors to two while converting it into private company.

Attachments to MGT-14

(a)Copy of altered MOA has to be attached (Nominee Clause has to be to omitted, the word OPC has to be omitted from the name clause of Company).

(b) Copy of altered AOA has to be attached (Articles of private company has to be adopted. Remember to include the definition of Private Company as per Section 2(68) in the definition of Company)

(c) Copy of the Special Resolution (Remember no copy as explanatory statement has to be attached in case of OPC as Section 102 not applicable to OPC)

After filing of the MGT-14, E-form INC-6 has to be filed with Registrar of companies within next 30 days of filing of MGT-14. INC-6 has been modified after coming of the amendment rules, 2014.

Attachments to INC-6 are:

(a) Altered MOA and AOA of company as already attached in MGT-14.

(b) Latest financial statements of the company duly signed and attested by statutory Auditor of the Company. (Remember the latest audited financial statements of the previous year has to be attached).

(c) Copy of Board resolution approving the conversion of the company and authorising the sending of notice.

(d) Other attachments shall be as follows:

(i) Affidavit by all the existing directors of the company for the conversion of OPC into private.

(ii) Consent by the nominee for the conversion along with PAN and Aadhar duly attested.

(iii) Board Resolution for approval of transferring the shares to another proposed member(s) along with Share transfer form (SH-4). Note: There will be no change in the subscription clause of MOA.

(iv) List of Member and list of Directors on letterhead of company.

(v) List of Creditors with the amounts outstanding against each of their names in accordance with the financial statements of the company along with Individual NOC received from them regarding the proposed conversion.

(vi) Copy of the Special Resolution. The Registrar on being satisfied that all the procedural requirements are being complied with shall record the change in its Register and issue the Certificate thereof.

Remember that the existing liabilities, obligations, debts and contracts of OPC will remain unaffected even after the conversion of the company.