One Person Company or OPC is a new type of business entity introduced through the Companies Act 2013 that allows a single person to operate a corporate entity with limited liability protection.
One of the biggest advantages of a One Person Company or OPC is that it required to have only one member to register, while a minimum of two members are required for incorporating and maintaining a Private Limited Company or a LLP.
Before starting the process you should know who can form or create one person company in India. For this we request you to read our article Who Can Incorporate One Person Company in India.
Minimum requirements to register a OPC or One Person Company :-
- One Director (Director can also be a member)
- One Member (Member can also be a director)
- One Nominee
- Digital signature certificate or DSC
- Director identification number or DIN
Steps to Register One Person Company – OPC
Here in this article we will be discussing 4 easy steps required to incorporate One Person Company. As per Companies Act 2013, you will be required to have certain certification and other important professional advice from a practicing Chartered Accountant or CS. Without these professional, you cannot register your OPC.
We suggest you to engage either a Chartered Accountant or CS for the registration process of One Person Company or OPC.
Getting Digital Signature Certificate or DSC
Proposed director is required to have a digital signature certificate to sign all the documents that are required to be filed online with ministry of corporate affairs for One Person Company or OPC registration.
Following documents are required to get a DSC;
- Photocopy of PAN Card
- Address Proof – Voter ID/DL/Driving License/Bank Statement
- DSC Application form
- One Passport Size Photo
Photocopy of PAN card and address proof is required to be attested by a gazetted officer or bank manager.
Getting digital signature may take 2-3 working days. After getting a DSC in the name of proposed director, you can proceed for getting director identification number or DIN.
Apply For Director Identification Number or DIN
DIN is issued by ministry of corporate affairs to a person who is intending to become a director of a One Person Company.
Director identification number or DIN can be obtained by filing e-form DIR-3 with ministry of corporate affairs. To get it filed, you have to take help of a Chartered accountant or CS to get it certified.
You are required to submit following documents to your chartered accountant or CS;
- Photocopy of PAN card
- Photo Copy of Address Proof – Voter ID / Driving License / Aadhar Card / Passport / Telephone Bill / Electricity Bill / Bank Statement
- Passport size photograph in .JPEG format
All these documents must be self attested.
Based on these documents your Chartered accountant or CS will fill up e-form DIR-3 which need to be signed by the applicant and charted accountant or CS with their respective DSC.
You are also required to submit certain additional information to your CA or CS like current occupation, email ID, telephone/mobile number and educational qualification to fill up the DIR-3 form.
After filing DIR-3 electronically with MCA, you will instantly be allotted a director identification number which will be valid for the entire life.
Sending for Name Approval of One Person Company (OPC)
As per Companies Act 2013, applicant is required to propose names for One Person Company up to a maximum number of six in the order of priority or preference along with their meaning and significance.
With these proposed names, you can file e-form INC-1 with Ministry of Corporate Affairs online.
In case of One Person Company, the proposed name should end either with (OPC) Private Limited or Private Limited (OPC).
There are so many restrictions and rules in getting the name of One Person Company approved. For instance, as per ministry of corporate affair’s circular one cannot use ‘national’, ‘Bank’, ‘Exchange’, ‘stock exchange’ in the names of companies or LLPs. We suggest you to get professional advice from a Charted Accountant or CS before applying for name approval.
On receipt of application in INC-1, the ministry may on the basis of information provided and availability, reserve the name of OPC for a period of 60 days from the date of application.
After getting the desired name reserved for registration, you can proceed for the final step to register One Person Company.
Final Step – Applying for registration of One Person Company or OPC
If you have appointed a Charted Accountant or CS for your One Person Company creation or registration then that professional will draft memorandum of association, article of association, INC-8 and all other legal documents that are required to be filed with e-form INC-2.
Here is the list of documents to be attached with e-form INC-2;
- Memorandum Of Association for OPC
- Article of Association for OPC
- Proof of identity of the member and the nominee
- Residential proof of the member and the nominee
- Copy of PAN card of member and nominee
- Consent of Nominee in form INC-3
- Affidavit from the subscriber and first directors to the memorandum in Form No. INC-9
- List of all the companies (specifying their CIN) having the same registered office address, if any
- Specimen Signature (Form INC-10)
- Proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/Person (not taken on lease by company)
- Consent from Director
- Particulars of subscribers to MOA and AOA
- INC-8 – Declaration by CA or CS
- Two Passport size Photograph of member and nominee
Even though it’s drafted by a professional, we suggest you to have a look before filing e-form INc-2 with MCA for your OPC registration.
E-form INC-2 has to be filed with all these attachments online. In absence of these documents, MCA may send back the e-form for re-submission to rectify mistakes from the form.
After filing e-form INC-2, if Ministry of Corporate Affairs is satisfied and all the forms are approved, a digitally signed Certificate of Incorporation will be emailed to the mail ID given in INC-2 form.
If member of the One Person Company is not appointed as director then in addition to e-form INC-2, you are also required to file DIR-12 form for appointment of director.
Similarly, if registered office address has not been provided in INC-2 then INC-22 is required to be filed with MCA within 30 days from the date of incorporation.
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