One Person Company Registration (OPC): The Complete Guide

OPC in India

A One Person Company (OPC) is a private limited liability company whose sole owner and shareholder is one individual. As part of the Indian Companies Act, 2013, the concept of a one-person company was introduced. The term “One Person Company” refers to a company with only one member. Read to know the facts to know about the name of one person company must end with.

SPICe Incorporation is a single point application for Company Name, DIN and Incorporation of a Company which includes allotment of PAN and TAN to the New Company.

The Simplified Proforma for Incorporating Companies Electronically (SPICe) Incorporation Filing process is an integrated, single point-of-contact application that allows for reservations of company names, allocation of DINs for directors and incorporation of new companies, as well as the issuance of Permanent Account Numbers (PANs) and Tax Collection and Deduction Numbers (TANs).

  1. Shareholder (Individuals Only)

There can only be one shareholder for a One Person Company (OPC). A Memorandum and Articles of Association should be executed by the first shareholder before the company can be registered.

One Person Company (OPC) can be registered by any Indian citizen whether they are resident in India or elsewhere. The term “Indian resident” refers to a person who has lived in India for more than 120 days during the preceding calendar year. Companies Act, 2013 categorizes One Person Companies (OPCs) as Private Limited Companies.

At no point in time can OPC have more than one shareholder. OPCs cannot add shareholders in order to raise more money.

  1. Directors

Minimum 1 Director (Individual)

A One-Person Company (OPC) should have a minimum of one (1) director. An individual can be designated as a company’s director.

Directors of the OPC do not have to be shareholders

A Director of the company shall be assigned a Directors Identification Number (DIN) by the Ministry of Corporate Affairs, Government of India.

  1. Nominee Shareholder

Upon incorporation of an OPC, the subscriber of the memorandum shall nominate a Nominee with his/her prior written consent to become the company’s member upon the subscriber’s death or incapacity.

In addition, the nominee shareholder should be a citizen of India, whether he or she is a resident of India or not.

No person shall be eligible to incorporate more than one (1) OPC or to become a nominee in more than one such company. An individual who is a member of an OPC who becomes a member of another OPC by virtue of his nomination must vacate / change his membership within 180 days to meet this requirement.

  1. Digital Signature Certificate (DSC)

To file with the Registrar of Companies, an online application must be accompanied by a valid Digital Signature Certificate (DSC). Subscribers / first shareholders of the company must have valid Digital Signature Certificates (DSCs).

Digital signature certificates are asymmetric cryptographic methods used to simulate the security properties of handwritten signatures. The digital signature is often confused with a scanned image of a physical signature, which has no legal backing for document authentication.

  1. Company Name

Company names for One-Person Companies must end with (OPC) Private Limited, and the proposed Company Name must comply with the Company Name Availability Guidelines under the Companies Act 2013.

Reserving a name for a new company can be done in TWO ways.

  1. RUN Name Reservation

An easy-to-use web-based application for reserving a company name, RUN (Reserve Unique Name). RUN Process names are valid for 20 days from the date of approval.

It is possible to submit only one name for approval under the RUN process. It is necessary to file a new application with fresh filing fees if the application is rejected.

  1. Name Reservation along with incorporation

SPICe (Simplified Proforma for Incorporating Company Electronically) can be used to reserve the name of the company.

It is also possible to submit only one name for approval when using the SPICe form. The application can be resubmitted 2 more times with alternate names if the first name applied is rejected.

Important Notes on Company Name:

  1. A Board Resolution / Formal Authorization is required if the new company proposes to use the name of an existing company or LLP.

2). Trademark: Also, If the new company is proposed to use a Trademark that is applied / registered by someone, a formal authorisation is required for use of Trademark name by new Company.

  1. Share Capital

An OPC can be registered with any amount of capital (authorised or paid up capital). Fees are based on the amount of authorized capital a company has.

An authorized capital or registered capital is the maximum amount of capital that a company can issue shares and collect from shareholders. In a company, subscribed capital refers to the amount of capital agreed to be brought in by the shareholders.

OPC shareholders must bring their subscribed capital to the Company within 60 days of the Company’s incorporation and receive share certificates from the Company.

  1. Registered Office Address

The Registered Office is the official correspondence address of a company or its principal place of business. For all official communications of the company, the Registered Office address will be used.

There are two ways to record the Registered Office Address when registering a new company:

(a) Temporary Address

Any address of Promoters/Directors can be used as Temporary Registered Office for Registration and within 15 days of registration, the company must have a permanent address and the same must be reported to the Registrar of Companies within 30 days of registration.

(b) Permanent Address

Register a Permanent Address for the Company at the time of Registration itself, and in this case, there is no filing after Registration.

Read more

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Advantages of one person company

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