Section 2(62) of Companies Act defines a one-person company as a company that has only one person as to its member.
Furthermore, members of a company are nothing but subscribers to its memorandum of association, or its shareholders.
One person company (OPC) means a company formed with only one (single) person as a member, unlike the traditional manner
of having at least two members. The concept of OPC is not alien to the world.
One Person Company (OPC): Process of Registration:
- Step 1: Apply for DSC
- Step 2: Apply for DIN
- Step 3: Name Approval Application
- Step 4: Documents Required
- Step 5: Filing Forms with MCA
- Step 6: Issue of certificate of Incorporation
For Name availability under RUN Web service, there is no prior requirement to obtain DSC and DIN . It can be done with account login on MCA portal.
One person company :
Apply for DSC: The first Step is to obtain the Digital Signature Certificate (DSC) of the proposed Director which required the following documents:
- Address Proof.
- Aadhaar card.
- PAN card.
- Email Id & Phone Number.
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 SPICe form for up to three directors.
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”.
There are 2 options available for getting name approved by making application in Form SPICe 32 or by
using RUN Web service of MCA by giving only 1 preferred name along with the significance of keeping that name. However,
with effect from March 23, 2018, Ministry has decided to permit two proposed Names and one re-submission (RSUB) while reserving Unique Names
(RUN Service) for the Companies.
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) which 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 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.
- Affidavit and Consent of the proposed Director of Form INC -9 and DIR – 2 resp.
- A declaration by the professional certifying that all compliances have been made.
- Filing of forms with MCA: All these documents will be attached to 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.
After uploading, Form 49A and 49B will be generated for the PAN and TAN generation of the Company
which have to be uploaded to MCA after affixing the DSC of the proposed Director.
- 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.
Frequently Asked Questions:
Who is eligible to act as 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.
A person can be member in how many OPCs?
A person can be a member of 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. The tax rate is flat 30%, other tax
provisions like MAT & Dividend Distribution Tax applies as they apply to any other form of company.
Is there any threshold limits for an OPC to mandatorily get converted into either private or public
In case the paid-up share capital of an OPC exceeds fifty lakh rupees or its average annual turnover of
immediately preceding three consecutive financial years exceeds two crore rupees, then the OPC has to mandatorily convert itself into a private or public company.
What is the mandatory compliance that an OPC needs to observe?
The basic mandatory compliance are:-
Who cannot form a One Person Company?:-
- Atleast one Board Meeting in each half of calendar year and 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 return every year before 30th September .
- Filing of Financial Statements in Form AOC-4 and ROC Annual return in Form MGT 7.
How do I convert an OPC to a Private limited company?:-
- A minor shall not eligible becoming a member
- Foreign citizen
- Non Resident
- Any person incapacitated by contract
Mandatory Conversion of One Person Company (OPC) to Private Limited Company (PLC) is required in ase a One Person
Company meets certain parameters, like:
Voluntary Conversion of OPC to Private Limited Company:-
- Effective date of increase in the paid-up share capital of a One Person Capital beyond rupees fifty lakhs, AND
- An increase of average annual turnover during the period of immediately preceding three
consecutive financial years is beyond rupees two crores.
In the above case, the One Person Company shall be mandatorily required to convert itself into either a
private or a public company Within a Period of Six Months. In this article, we also look at the procedure for conversion of
one Person Company into a private limited company or limited company.
- When a One Person Company gets incorporated, it cannot convert itself to Private or Public
company before two years from the date of incorporation.
- If the time period has elapsed and two years time period is over, a One Person Company can
apply for converting itself to Private Limited Company or Public limited company.
- The Conversion process should be done as per the rules and regulations laid down by the
Companies Act, 2013 under Section 18, and Rule 7(4) of the Companies (Incorporation) Rules, 2014.