The Companies Act, 2013 introduced the new concept ofOne Person Company(OPC). As the name suggests, an OPC is a company established by a single person. A single individual establishes and manages the company. An OPC has all the features of a company, such as perpetual succession, limited liability and a separate legal entity.
Before the enforcement of the Companies Act, 2013, a single person could not establish a company. If an individual wanted to establish his business, he/she could opt only for a sole proprietorship as there had to be a minimum of two directors and two members to establish a company.
In a Private Company, a minimum of 2 Directors and 2 Members are required whereas in a Public Company, a minimum of 3 Directors and a minimum of 7 Members. A single person could not incorporate a Company previously.
As per Section 2(62) of the Company’s Act 2013, a company can be formed with just 1 Director and 1 member. The director and member can be the same person. It is a form of a company where the compliance requirements are lesser than that of a private company. Thus, one person company means one individual who may be a resident or NRI can incorporate his/her business that has the features of a company and the benefits of a sole proprietorship.
Advantages Of OPC
Legal status
The OPC receives a separate legal entity status from the member. The separate legal entity of the OPC gives protection to the single individual who has incorporated it. The liability of the member is limited to his/her shares, and he/she is not personally liable for the loss of the company. Thus, the creditors can sue the OPC and not the member or director.
Easy to obtain funds
Since OPC is a private company, it is easy to go for fundraising through venture capitals, angel investors, incubators etc. The Banks and the Financial Institutions prefer to grant loans to a company rather than a proprietorship firm. Thus, it becomes easy to obtain funds.
Less compliances
The Companies Act, 2013 provides certain exemptions to the OPC with relation to compliances. The OPC need not prepare the cash flow statement. The company secretary need not sign the books of accounts and annual returns and be signed only by the director.
Easy incorporation
It is easy to incorporate OPC as only one member and one nominee is required for its incorporation. The member can be the director also. The minimum authorised capital for incorporating OPC is Rs.1 lakh but there is no minimum paid-up capital requirement. Thus, it is easy to incorporate as compared to the other forms of company.
Easy to manage
Since a single person can establish and run the OPC, it becomes easy to manage its affairs. It is easy to make decisions, and the decision-making process is quick. The ordinary and special resolutions can be passed by the member easily by entering them into the minute book and signed by the sole member. Thus, running and managing the company is easy as there won’t be any conflict or delay within the company.
Perpetual succession
The OPC has the feature of perpetual succession even when there is only one member. While incorporating the OPC, the single-member needs to appoint a nominee. Upon the member’s death, the nominee will run the company in the member’s place.
Disadvantages Of OPC
Suitable for only small business
OPC is suitable for small business structure. The maximum number of members the OPC can have is one at all times. More members or shareholders cannot be added to OPC to raise further capital. Thus, with the expansion and growth of the business, more members cannot be added.
Restriction of business activities
The OPC cannot carry out Non-Banking Financial Investment activities, including the investments in securities of anybody corporates. It cannot be converted to a company with charitable objects mentioned under Section 8 of the Companies Act, 2013.
Ownership and management
Since the sole member can also be the director of the company, there will not be a clear distinction between ownership and management. The sole member can take and approve all decisions. The line between ownership and control is blurred, which might result in unethical business practices.
One Person Company (OPC) Registration Process
Step 1: Apply for DSC
The first step is to obtain the Digital Signature Certificate(DSC) of the proposed director which requires the following documents:
- Address proof
- Aadhaar card
- PAN card
- Photo
- Email Id
- Phone number
Step 2: Apply for DIN
Once the Digital Signature Certificate (DSC) is made, the next step is to apply for the Director Identification Number (DIN) of the proposed director in SPICe+ form along with the name and the address proof of the director. Form DIR-3 is the option only available for existing companies. It means with effect from January 2018, the applicant need not file Form DIR-3 separately. Now DIN can be applied within the SPICe+ form for up to three directors.
Step 3: Name Approval Application
The next step while incorporating an OPC is to decide on the name of the Company. The name of the Company will be in the form of “ABC (OPC) Private Limited”.
The name can be approved in the Form SPICe+ application. Only one preferred name along with the significance of keeping that name can be given in the Form SPICe+ application. If the name gets rejected, another name can be submitted by applying another Form SPICe+ application.
Once the name is approved by the MCA we move on to the next step.
Step 4: Documents Required
We have to prepare the following documents which are required to be submitted to the ROC:
- The Memorandum of Association(MoA) which are the objects to be followed by the Company or stating the business for which the company is going to be incorporated.
- The Articles of the Association (AoA) lays down the by-laws on which the company will operate.
- Since there are only 1 Director and a member, a nominee on behalf of such a person has to be appointed because in case he becomes incapacitated or dies and cannot perform his duties the nominee will perform on behalf of the director and take his place. His consent in Form INC – 3 will be taken along with his PAN card and Aadhar Card.
- Proof of the Registered office of the proposed Company along with the proof of ownership and a NOC from the owner.
- Declaration and Consent of the proposed Director of Form INC -9 and DIR – 2 respectively.
- A declaration by the professional certifying that all compliances have been made.
Step 5: Filing of Forms With MCA
All these documents will be attached to the SPICe+ Form, SPICe-MOA and SPICe-AOA along with the DSC of the Director and the professional, and will be uploaded to the MCA site for approval. The Pan Number and TAN is generated automatically at the time of incorporation of the Company. There is no need to file separate applications for obtaining PAN Number and TAN.
Step 6: Issue of the Certificate of Incorporation
On verification, the Registrar of Companies (ROC) will issue a Certificate of Incorporation and we can commence our business.
Checklist For Registering OPC
- Minimum and Maximum of one member.
- A nominee should be appointed before incorporation.
- Consent of the nominee should be obtained in Form INC-3.
- The name of the OPC must be selected as per the provisions of the Companies (Incorporation Rules) 2014.
- Minimum authorised capital of Rs.1 lakh.
- DSC of the proposed director.
- Proof of registered office of the OPC.
Timelines for OPC Registration
The DSC and DIN of the proposed directors can be obtained in 1 day. The Certificate of Incorporation of an OPC is obtained in 3-5 days. The whole incorporation process of an OPC takes approximately 10 days, subject to departmental approval and revert from the respective department.
Frequently Asked Questions
Who is eligible to be a member of an OPC?
Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC. For the above purpose, 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 financial year.
Can a person be a member of more than one OPC?
No, a person can be a member in only one OPC.
Is there any tax advantage on forming an OPC?
There is no specific tax advantage to an OPC over any other form of company. The tax rate is flat 30%, other tax provisions like MAT & Dividend Distribution Tax (DDT) apply as they apply to any other form of company.
Is there any threshold limits for an OPC to mandatorily get converted into either a private or public company?
No, the compulsory conversion of OPC upon meeting the criteria of exceeding the minimum paid-up capital and average annual turnover was removed in the Companies (Incorporation) Second Amendment Rules, 2021. Thus, currently, an OPC need not convert into either a private or public company upon an increase in its paid-up capital and average annual turnover.
What is the mandatory compliance that an OPC needs to observe?
The basic mandatory compliance comprises:
- At least one Board Meeting in each half of the calendar year and the time gap between the two Board Meetings should not be less than 90 days.
- Maintenance of proper books of accounts.
- Statutory audit of Financial Statements.
- Filing of business income tax returns every year before 30th September.
- Filing of Financial Statements in Form AOC-4 and ROC Annual Return in Form MGT-7.
Who cannot form an OPC?
A minor, a foreign citizen, a Non-Resident, and any person incapacitated by contract will not be eligible to become a member.
How do I convert an OPC to a Private limited company?
An OPC can be converted voluntarily into a private limited company by passing a special resolution after increasing the minimum number of members and directors to two. No Objection Certificate (NOC) in written form from the creditors must be obtained for the conversion of OPC to a private limited company. Click here to know more about the conversion of an OPC to a private limited company.
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