Meaning of OPC:
As Per Section 2 (62) of the Companies Act, 2013 “One Person Company” means a company which has only one person as member.
OPC is basically a Private Company.
Only natural person who is Indian Citizen can incorporate OPC. Only one person is needed to incorporate OPC and such person shall be sole member of the OPC. A Nominee of such sole member shall also be appointed at the time of incorporation of the OPC.
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Person Who are Eligible to Incorporate OPC:
Only:
- Natural Persons and;
- Who are Indian Citizen
are eligible to incorporate OPC.
Person Who are not Eligible to Incorporate OPC:
- Foreign Citizens;
- Minors;
- A person who is not competent to enter into contact (Example person with unsound mind);
- A person who is not Natural Person (Example Company, LLPs).
Pre-Conditions for Incorporation of OPC:
1. Name of OPC must contain word “OPC” in bracket Like RSJ Corporate Consultants (OPC) Private Limited;
2. Member of OPC shall be:
- Natural Person and;
- Indian Citizen.
3. Nominee of Sole Member of OPC shall be:
- Natural person; and
- Indian Citizen;
4. A natural person can become member in only One OPC;
5. Member or Nominee should not be minor;
6. OPC cannot be incorporated or converted into Section 8 company;
7. OPC cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporate;
8. Member of OPC shall appoint a Nominee, who shall be member of OPC in case of death or incapacity to contract of sole member of OPC;
9. Name of the person nominated (viz. Nominee) shall be mentioned in MOA;
Procedure for Incorporation of One Person Company (OPC)
1. Filing of Application for Reservation of Name:
An application for reservation of name of OPC shall be made in RUN Form by paying Govt. Fee of Rs. 1000/-. Two Names may be applied in RUN Form, If the name(s) applied are unique one and are not Identical/Similar with an existing Company/LLP/Trademark then MCA shall reserve the same for 20 days otherwise the RUN form filed shall be sent for re-submission and we can apply two new name by re-submitting the RUN form in above mentioned Govt. Fee of Rs 1000/- which has already been paid by us.
The name of OPC shall contain the word OPC in bracket like RSJ Corporate Consultants (OPC) Private Limited.
However one name can be directly applied in form SPICe-32. This option should be availed in such a case where the applicant is sure that the name being applied is unique one and not similar/identical with existing Company/LLP/Trademark
2. Obtaining Digital Signature Certificates (DSC) of Member of OPC and Nominee:
After the approval of name of proposed OPC, the next step is to obtain DSC of Member of OPC and Nominee of such member.
3. Preparation of Incorporation Documents:
On the basis of KYC documents and various information received from member of OPC and his/her Nominee, documents are prepared for incorporation of OPC.
4. Filing of Various E-Forms for Incorporation of OPC:
The E-forms mentioned here under are filed with MCA for incorporation of OPC
(A) SPICE FORM 32: The Following details and information in SPICe Form 32 Shall be filled:
- Name of OPC;
- Full Address of registered office and correspondence address;
- E-mail ID, Telephone Number, Fax Number, if any of the proposed OPC;
- Authorized and Subscribed Capital of OPC;
- Basic details of sole member of OPC and First Director(s) such as their Name, Father`s Name, Date of Birth, Pan Card Number/ Aadhar Card Number/DL/Passport Number, Nationality, Occupation, Place of Birth, Residential Status, E-mail ID, Telephone Number, Present Address, Permanent Address, Duration of Stay at present address, Number of Shares Subscribed by sole member and designation and category of First Director(s).
- Information specific to PAN such as Area Code, AO Type, Range Code, AO Number. etc for allotment of Pan Card Number of OPC;
- Information specific to TAN such as Area Code, AO Type, Range Code, AO Number. etc for allotment of TAN of OPC;
- Source of Income of the Company viz. Income from Business and Profession, Capital Gain, Income from House Property etc;
- Declaration from Practicing Professional certifying the form that all the requirements of the Companies Act, 2013 and rules made there under regarding incorporation have been complied with.
Attachments of SPICe Form 32: Following documents shall be attached in SPICe form 32:
| Particulars |
Sole Member & First Director(s) Having DIN |
Sole Member & First Director(s) not Having DIN |
| DIR-2 duly signed by First Director(s) |
Required |
Required |
| Copy of Pan Card of First Director(s), Sole Member and Nominee. |
Not Required |
Required |
| Copy of ID Proof (viz. Aadhar Card/DL/Passport/Voter ID, any one) of First Director(s), Sole Member and Nominee. |
Not Required |
Required |
| Copy of Address Proof (viz. Bank Statement/Electricity Bill/Telephone Bill/Mobile Bill, any one) of First Director(s), Sole Member and Nominee. |
Not Required |
Required |
| Lease Deed/ Rent Agreement/Registry of the premises of Registered Office. |
Required |
Required |
| Latest Utility Bill (Not older than 2 Months) of the premises where registered office of the company is to be situated such as Electricity Bill/Water Bill/Gas Bill etc. |
Required |
Required |
| NOC from the owner, in whose name the premises of the registered office is registered. |
Required |
Required |
However if the correspondence address of the company and registered office address of the company is different, in such a case the company may be incorporated with its correspondence address only and the company is not required to attach the following attachments with form SPICe 32:
- Lease Deed/ Rent Agreement/Registry of the premises of registered Office;
- Latest Utility Bill (Not older than 2 Months) of the premises where registered office of the company is to be situated such as Electricity Bill/Water Bill/Gas Bill.
- NOC from the owner, in whose name the premises of the registered office is registered.
In the above mentioned case the company shall file form INC-22 within 30 days from the date of its incorporation for verification of Registered Office, attaching the above mentioned attachments.
(B) FORM INC-33 (SPICe +MOA): This form contains the following particulars/information:
- Name of the Company;
- Name of the State in which Registered Office of the Company is to be situated;
- Objects of the Company;
- Liability of the members of the company (Whether Limited by Shares/ Limited by Guarantee/Unlimited)
- Share Capital of the Company;
- Name, Father`s Name, Address, Description and Occupation of Subscriber of MOA and witness;
- Name, Father`s Name, Address, Age etc. of Nominee of member of OPC.
(C) FORM INC-34 (SPICe +AOA): This form contain regulations for management of the company.
(D) E- Forms INC-9:
Declaration by First Director(s) and sole member is filed by this form. No document is attached in this form. This form is filed only after affixing DSC of first director(s)/sole Member of OPC.
(E) E-Form INC-35 AGILEPRO:
Application for registration under Goods and Service Act, 2016 (GST), PF Registration, ESI Registration and Opening of Bank Account is made through this form.
Attachments of E-Form INC-35 AGILE: Following documents are attached in this form:
- Proof of Identity of Authorized Signatory for opening Bank Account;
- Proof of Address of Authorized Signatory for opening Bank Account;
- Specimen Signature of employers [(viz. Director(s)] for EPFO;
- Passport size photos of all first director(s).
5. Issue of Certificate of Incorporation:
Registrar shall verify the filed form and their attachments and if the filed forms are proper and fulfils the requirements of Companies, 2013 and rules made there under regarding incorporation of OPC, then he shall issue Certificate of Incorporation.
FREQUENTLY ASKED QUESTIONS
Q. 1 Can there be more than one member in OPC?
Ans. The concept of OPC was introduced for incorporation of company by a single person. Therefore there can be only member in OPC.
Q. 2 Can there be more than one director in OPC?
Ans. Yes there can be Maximum 15 directors in OPC. However more than 15 directors can be appointed by passing Special Resolution.
Q. 3 Who is eligible to act as member of OPC?
Ans. Only a natural person who is an Indian citizen is eligible to act as a memberof an OPC.
Q. 4 Who is eligible to act as nominee of member of OPC?
Ans. Only a natural person who is an Indian Citizen is eligible to act as a nominee of member of OPC.
Q. 5 In how many OPCs a person can be member?
Ans. A person can be member in only one OPC.
Q. 6 What are the provisions, if the member of OPC becomes member in another OPC by virtue of being a nominee in that other OPC:
Ans. Where a natural person, being member in One Person Company becomes a member in another OPC by virtue of his being a nominee in that OPC, then such person shall meet the eligibility criteria of being a member in only one OPC within a period of 180 days, i.e., he/she shall withdraw his membership from either of the OPCs within 180 days.
Q. 7 Is written consent of nominee is required to be taken for appointee him/her as nominee?
Ans. Yes, written consent of nominee is required to be taken in Form INC-3 for appointee him/her as nominee.
Q. 8 Can member of OPC change nominee, after appointing him/her as a Nominee?
Ans. Yes, member of OPC can change Nominee as many times as he wish to change.
Q. 9 Can nominee withdraw his consent?
Ans. Yes Nominee can withdraw his consent after his appointment by giving a notice in writing to the member of OPC and to the OPC. Form INC-4 shall be filed with ROC in such case.
Q. 10 Is it required to mention name of Nominee in MOA of OPC?
Ans. Yes, name of nominee shall be mentioned in the MOA of OPC.
Q. 11 Can OPC be incorporated as Section 8 company?
Ans. No, OPC cannot be incorporated as Section 8 Company.
Q. 12 Can OPC be converted into Section 8 Company?
Ans. OPC can never be converted into Section 8 Company.
Q. 13 Can the object clause of MOA of OPC contain objects such as Non-Banking Financial Investment activities including investment in securities of any body corporate?
Ans. OPC cannot carry on business such as Non-Banking Financial Investment activities including investment in securities of any body corporate.
Q. 14 Is non-resident eligible to incorporate OPC?
Ans. Yes, a Non-resident is eligible to incorporate OPC, if he/she fulfils the following both conditions:
- He Must be Natural Person; and
- He Must be Indian Citizen.
Q. 15 A person who is unsound mind can incorporate OPC?
Answer: A person with unsound mind is not eligible to enter into contract, therefore he cannot be member in OPC.
Q. 16 Can a person incorporate more than one OPC?
Ans. No person shall be eligible to incorporate more than one OPC or become nominee in more than one such company.
Author Bio
Does an NRI have to live in India for 120 days to incorporate an OPC?
IF not, what is the 120 days residence needed for?