Setting up a One Person Company (“OPC”) in India is a streamlined and beneficial way for solo entrepreneurs and small business owners to formalize their businesses. An OPC offers limited liability and legal recognition while allowing a single individual to own and manage the company, simplifying compliance and reducing personal risk. This unique corporate structure promotes entrepreneurship and is governed by the Companies Act, 2013, making it an attractive option for aspiring business owners in India.

Key points for consideration

• Governing Act- OPC is a separate legal entity registered under Companies Act, 2013. The directors are liable for defaults made under the act.
• Member- There is only one member in the OPC.
• Directors- A minimum of 3 and maximum of 15 directors are required in a One Person Company. However, for maximum of 15 directors, the company needs to pass the special resolution, and they need to appoint a woman director as well as one Resident director.
• Subscription of shares- In a private company, public subscription is not allowed.
• Issue of prospectus- It is not mandatory for a private company to issue a prospectus.
• Annual Statutory Filings- Filing the Annual Statement of accounts and annual returns with Registrar of Companies.

For a One Person Company

• Articles of Association (“AOA”)
• Memorandum of Association (“MOA”)
• Proof of registered office address, lease agreement, Non-Objectional Certificate (“NOC”) from the owner, and utility bill not older than 2 months
• Consent or declaration Form from the Proposed Director (Form DIR 2), Proposed Nominee Director (Form INC 3) and Subscribers
• Interest of first Director in entity
• Proof of identity and address of subscriber, Nominee Director and Director(s), and
• Proof of identity and address of the witness to MOA and AOA (not required in cases where the witness is a professional, such as a Chartered Accountant/ Company Secretary)

Registration Regime of a One Person Company

The registration regime for a One Person Company (“OPC”) in India involves the following key steps:

• Director Identification Number (“DIN”) and Digital Signature: Obtain a DIN for the sole director and a digital signature certificate (“DSC”) for online filings.
• Name Reservation: Apply for the desired company name through the Ministry of Corporate Affairs (“MCA”) portal, ensuring it complies with naming guidelines.
• Incorporation Documents: Prepare and file the incorporation documents, including the Memorandum of Association (“MOA”) and Articles of Association (“AOA”).
• Subscriber’s Affidavit and Declaration: The sole director must submit an affidavit and declaration stating their eligibility and consent to act as the director of the OPC.
• Nominee Selection: Appoint a nominee who will take over the company in case the director becomes incapacitated.
• Filing with Registrar of Companies (“ROC”): File the incorporation documents and pay the prescribed fees with the ROC.
• Certificate of Incorporation: Upon approval, the ROC issues a Certificate of Incorporation, officially recognizing the OPC’s existence.
• PAN and TAN Application: Apply for Permanent Account Number (“PAN”) and Tax Deduction and Collection Account Number (“TAN”) for tax purposes.
• Bank Account: Open a bank account in the company’s name and deposit the minimum authorized capital.
• GST Registration: If applicable, register for Goods and Services Tax (“GST”) as per the business’s turnover.
• Compliance: Ensure ongoing compliance with ROC filings, financial statements, and tax returns as per Indian corporate laws.

How we can help?

We offer professional help for establishing your One Person Company (“OPC”) in India. We offer a wide range of services, from document preparation and name reservation to filing with the Registrar of Companies (“ROC”). Our team simplifies the procedure while ensuring that all legal requirements are met, allowing you to confidently and easily concentrate on expanding your company.