One Person Company is known as OPC. The concept of OPC was introduced by the Ministry of Corporate Affairs through OPC companies act 2013. OPC is a unique and an excellent concept in order to give confidence to small traders and entrepreneurs. The old companies act 1956 requires minimum of two directors and shareholders to form a private limited company. However, one person company only requires 1 person who can be a shareholder and director as well. This is the reason it is called OPC (One Person Company). Now, it is really easy to form an OPC in India. The OPC form of business is all set to turn into the preferred form of business particularly for small entrepreneurs. The One Person Company idea holds a bright future for employees who have wish to turn then employee to entrepreneur, small entrepreneurs and traders with low risk taking capacity.
Advantages of One Person Company
Separate Authorized Entity: OPC is a legal or authoritative entity divide from its members. A company is an officially authorized entity and juristic person launched under the Act. Thus, a company type of business has extensive legal capacity, can own possessions and also acquire debts. The shareholders and directors of a company have no legal responsibility to the creditors of a corporation for such debts.
Continuous Existence: A company is like continuous train that is constant or nonstop existence until it is officially dissolved. A company is a separate authorized person, which is unaffected by the death or other departure of any associate but persist to be in existence irrespective of the changes in association.
Borrowing Capacity: A company enjoys superior possibility for funds borrowing. It can issue both secure and unsecure debentures and can go for deposits from the community and so on.
Get Bank Loan Easily: Financial and banking institutions choose to lend money to OPC company rather than proprietary firms. In the most cases, banks suggest entrepreneurs to change their firm into a Private Limited Company before applying for authorize funds. Therefore, it is better to register your startup, your business as One Person Private Limited.
Minimum Requirements: It requires minimum 1 shareholder, minimum 1 director, minimum 1 Nominee, minimum share capital would be Rs. 1 Lac (INR One Lac). The director and shareholder can be same person in OPC.
Unpaid subscription money: An OPC provides the benefits of limited liability to entrepreneurs whereby the legal responsibility of the member will be limited to unpaid subscription money. This advantage is not available in condition of a sole proprietorship.
Simple Transferability: Company shares are transferable by a shareholder to other person. Signing and filing a share transfer form hand over the buyer of the shares all along with share official document that can simply transfer shares.
Owning Property: Company being a legal person that can get own property and enjoy in its own name. There is no shareholder can make any assert upon the possessions of the company as long as the company is going on.
Limited legal responsibility: There is an important reason for shareholders to include the single person company that is certainly the need for the limited responsibility. There is every unfortunate event in business that is not always under entrepreneur’s control. Hence, it is important to secure the personal property of the owner, if the business property is in crises.
Disadvantages of One Person Company
Members: OPC can have minimum or maximum number of member is one. There is only a natural person who is an Indian resident and citizen in India would be eligible to incorporate in OPC (One Person Company). It would be a nominee for the only member of a One Person Company.
Appropriate only for small business: OPC is right for small business only that can have maximum paid up share assets of Rs.50 Lakhs or turnover of Rs.2 Crores. If not then OPC need to be changed into Private Limited Company.
Business Activities: OPC cannot be incorporated or changed into a company under Act Section 8. There is OPC not carry out Non Banking Financial asset activities that includes investment in securities of anybody commercial.
Tax charge: If you identify from taxation point of view then this OPC idea seems to be a less profitable because it requires heavy economic burden as compare to sole proprietorship.
Terms and Restrictions
- Only Indian citizen and resident are eligible o incorporate an OPC (One Person Company).
- A person would not be qualified to incorporate more than One Person Company who is already a member or nominee.
- Minor shall not become associate or nominee of the OPC or can hold share by advantageous interest.
- One Person Company cannot switch freely into any type of company if two years have not finished from the One Person Company incorporation date.
- NRIs are not allowed to incorporate One Person Company.
- One Person Company cannot be included or changed into a company under the Act Section 8.
- OPC cannot participate in non-banking economic asset activities that include investment in securities of the company.
Know the basics process of OPC
There are some basic processes required for OPC company registration. The following process is considered for registration:
- Corporate Entity Registration
- Trademark Registration
- Proprietorship Registration
- VAT or TIN Registration
- MSME or SSI Registration
- Service Tax Registration
- Bank Loan and Funding
- Import Export Registration
Concepts behind OPC
An entrepreneur is an individual who wants to go into business by himself. Entrepreneurs choose to stay OPC (One Person Company) to keep assessment and quality of work in control. These single entrepreneurs are frequently called solo entrepreneurs as well. There are many concepts behind OPC that are below:
- One Shareholder/Member
- One Director
- Freedom from compliances
- Related party transaction
Therefore, the concept of OPC is beneficial for both regulators and market players. From regulators viewpoint, One Person Companies manages the unorganized segment of proprietorship that will make the rule of these entities suitable and efficient.
Steps to Incorporate One Person Company (OPC)
If someone wants to start new business start up as an OPC then need to learn step by step procedure about establishment of OPC. The following is step by step process that is essential for OPC:
- Application For DIN(Director Identification Number)
DIN is the Direct Identification Number that is a unique identification number. It is issued by Ministry of Corporate Affairs (MCA). It includes DIR-3 form that required some documents.
DIR-3 Document requirement
- Identity Proof Copy (PAN Card)
- Address Proof Copy (Electricity bill/ Passport/ Voter ID card/ Driving license/ Aadhar Card/ Telephone bill/)
- Latest passport size photo (1 photocopy or soft copy in JPEG format)
- Email address of the Applicant
- Mobile Number
- Current occupation
- Education qualification
- Verification to be signed by the applicant
Note– All the documents requires “Self Attestation”
- Required Digital Signature Certificate (DSC)
Digital Signature Certificates is known as DSC that is the digital equivalent of physical or paper official document. For example, physical certificates are driver’s licenses, membership cards or passports. Certificates are like as an identity proof of an individual for a particular purpose. For example, driver’s license identifies someone can lawfully drive in particular country. Similarly, a digital certificate can be accessible electronically to prove your uniqueness, to access details or services on the Internet or to sign certain credentials digitally. Physical documents are signed physically; similarly electronic credentials e-forms are necessary to be signed digitally with Digital Signature Certificate.
A licensed CA (Certifying Authority) issues the digital signature. Certifying Authority is a person who has been approved an authorization to issue digital signatures certificate under Indian IT-Act 2000 Section 24. The licensed CAs list is available on the MCA portal with their contact information. Digital Signature Certificates includes 2 types certification that are Class 2 and Class 3 which is issued by a licensed Certifying Authority (CA). It needs for e-filing on the MCA Portal.
Documents Required for DSC
- DSC application form. Applicant needs to sign across the photo in this form.
- Rest documents are same as DIR-3 form.
Note– All the documents requires “Self Attestation”
- Searching and Application for Company Name
It is important for applicant to provide at least 6 names according to their priority and preference with meaning and importance of each word. They can use company name generator tools and find specific name for their company. After planning the major object of the company, require to file e-form INC-1 that is application for reservation of the name with ROC (Registrar of Company) for name availability. They also can use MCA website portal for checking name availability. There is subject to availability, naming guiding principle and MCA processing time. The name approval process can be completed in 5 to 7 working days.
- Memorandum of Association (MoA) and Articles of Association (AoA) Drafting
MoA: MoA is the Memorandum of Association that covers company’s basic and fundamental requirements of the establishment. MoA covers major object and also other essential object of the company.
AoA: AoA is the Article of Association that contains rules, regulations and strategies leading the internal company management. It is required agreement between company and its member essential his rights and duties.
The process of MoA and AoA is done after the OPC company name approved from ROC. The subscriber requires specific name, occupation and address in his own handwriting and signs the MoA & AoA pages subscription.
- Fill the e-forms with Registrar of Companies (ROC)
There are some essential forms to be uploaded on the MCA website. The Form INC-2 required for incorporation of the company.
Compulsory attachments to e-form INC-2
- Memorandum of Association
- Articles of Association
- Identity proof of Member and nominee
- Residential proof of Member and nominee
- Member and nominee PAN Card Copy
- Proof of registered workplace address (Conveyance/rent agreement/deed/lease etc. along with rent receipts)
- Permission of nominee in Form INC-3
- Form no INC-10 requires specimen signature
- Copies of utility bill (electricity bill, telephone bill, gas electricity bill etc. Not older than 2 months necessary to be attached)
- Official declaration (Affidavit) from the first director and subscriber to the memorandum in FORM NO INC-9
- Consent to act as a company director in DIR-2 format
- Proof the company is allowed to use the address as registered office of company if the similar is owned through any other entity/person
- Details of subscribers to memorandum and article of association
- Statement by expert in INC-8
- Payment of Registrar of Company fees and stamp duty
After filling and completion of online documents need to make payment of ROC fees and stamp duty electronically. It is based on the authoritative capital of the company.
- ROC verification of documents
ROC confirms and scrutinizes all the essential documents and forms. Registrar may suggest to little changes to be made in the attachment and form after payment completion of all ROC charge and stamp duty. It is important to make changes accordingly.
- Incorporation certificate Issued by ROC
The digitally signed “Certificate of Incorporation” is emailed to directors when all the essential forms are properly permitted by ROC.
Post incorporation official procedure for OPC
After company incorporation it should be necessary to follow the terms of Act, according to 2013 New Company Act. The following requirements are necessary:
- It is necessary to apply for shop act authorization that is PAN TAN
- It is essential to open current bank account
- It is important to pay subscription money with the current bank account
- It is vital to issue share official document to subscriber by corporation
- It is required to file e-form INC-21 that is Certificate of Commencement of Business with ROC (Registrar of Company) within 180 days from the incorporation date.
OPC financial statement
OPC includes financial statement. The Board of Directors needs to attach the financial statement under section 134. In case of an OPC, mean a report including explanations or comments through the Board on every requirement, condition or difficult remark or disclaimer made through the auditor in his information. In addition, they provided the financial statements copy that is appropriately adopted by its member along with all documents. It is required to attach such financial statements within 180 days from end of the financial year.
Switch from One Person Company to Private Limited and vice versa
According to Act, when a One Person Company reaches funds of 50 lakhs rupees or more or the company’s average income is Rs. 2 Crores or extra for 3 years period then the company will be changed into Private Limited Company. After making the required changes in the MOA (Memorandum of Association) and AOA (Articles of Association) and fulfill all private limited company requirements.
Similarly, if a private limited company does not have a paid up assets of above Rs. 50 lakhs or where the normal annual turnover is less than Rs. 2 Crores for the past 3 years. It can change itself into OPC (One Person Company).
Validity of the company
If a company is incorporated then it will be active and present on condition until the annual compliances are met. In condition, if an OPC are not complied with annual compliances then the company will become an inactive company and possibly struck off from register after a time period.