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One Person Company (OPC) Registration

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One Person Company (OPC) Registration in India

Below are the main overview of One Person Company (OPC) Registration in India:

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A One Person Company (OPC) is an ideal business structure for individual entrepreneurs in India who seek the benefits of a registered company while enjoying the simplicity of a single-owner entity. An OPC allows a single individual to form and operate a business with the advantage of limited liability protection, which shields personal assets from business liabilities. This structure is particularly suited for small businesses and startups, combining the simplicity of a sole proprietorship with the liability protection of a private limited company.

The OPC registration process is straightforward but involves specific steps to comply with Indian legal standards. First, you need to choose a unique business name and submit it for approval through the Ministry of Corporate Affairs (MCA) portal via the SPICe (Simplified Proforma for Incorporating Company Electronically) form. This is followed by preparing and submitting the essential company documents—namely, the Memorandum of Association (MoA) and Articles of Association (AoA)—which define the company’s objectives and operational guidelines as required by the Companies Act, 2013.

Next, you’ll need to provide proof of your registered office address and supporting identity documents. Once these documents are submitted and approved by the Registrar of Companies (RoC), the company receives a Certificate of Incorporation, establishing it as an officially registered entity. OPCs enjoy lighter compliance requirements compared to other business structures, such as private or public limited companies, which translates to easier management and reduced regulatory demands.

This structure is perfect for entrepreneurs who seek full control over their business decisions while benefiting from the formal status of a registered company. With our expert OPC registration service, you will receive guidance at every step to ensure a smooth, compliant, and efficient setup process, allowing you to focus on confidently growing your business.

Features of a One Person Company

A one-person company (OPC) allows a single entrepreneur to operate a corporate entity with limited liability protection, ensuring personal assets are safeguarded. It simplifies compliance and administrative requirements, making it easier for solo entrepreneurs to manage their businesses.  Here is a list of the features of a one-person company

  1. Single Ownership: An OPC  is formed by a single person, who is both the shareholder and director.
  2. Limited Liability: The liability of the member is limited to their shares, protecting personal assets.
  3. Perpetual Succession: An OPC can continue its existence even after the death or incapacity of the owner, through the nomination of another person.
  4. Separate Legal Entity: An OPC is a distinct legal entity from its owner, allowing it to own property, sue, and be sued in its own name.
  5. Minimum Compliance: OPCs have fewer compliance requirements compared to other types of companies, making them easier to manage.
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Privileges of One-Person Companies

Registering as a one person company provides many added advantages and functioning ease. Here are some privileges of an one person company

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  • Simplified Annual Returns Filings: OPCs are required to file fewer documents with the Registrar of Companies.
  • Exemptions from Holding Annual General Meetings (AGMs): OPCs are not required to hold AGMs, simplifying their operational processes.
  • Access to Loans: Banks and financial institutions are more likely to offer loans to OPCs due to their formal structure and limited liability.

Advantages of a One Person Company

A One Person Company (OPC) offers limited liability protection, ensuring the owner’s personal assets are not at risk. It also provides a separate legal identity, enhancing the credibility and continuity of the business. Here are the advantages of one person company

 
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Business Operation Benefits

  1. Full Control: As the sole owner and director, the individual has complete control over the company’s operations and decisions.
  2. Ease of Management: With fewer regulatory requirements, OPCs are simpler to manage compared to other company structures.
  3. Flexibility: OPCs can easily convert to other types of companies as the business grows, providing flexibility for future expansion.

Legal and Compliance Advantages

  1. Limited Liability Protection: The owner’s personal assets are protected, as their liability is limited to the capital invested in the company.
  2. Separate Legal Entity: OPCs have a distinct legal identity and a simple business structure enabling them to enter into contracts, own property, and initiate legal proceedings in their own name.
  3. Fewer Compliance Requirements: OPCs are exempt from several compliance obligations that apply to other company forms, such as holding annual general meetings, having fixed minimum capital requirements  and is best suitable for small business.

Funding and Succession Planning

  1. Increased Credibility: Being a registered company, OPCs often find it easier to secure funding from banks and financial institutions.
  2. Succession Planning: The nominee director ensures business continuity in case of the owner’s death or incapacity, providing a clear succession plan.

One Person Company Registration Requirements

For One Person Company (OPC) registration a single individual is required as the sole shareholder and director, with a nominee appointed in case of the shareholder’s incapacity. Here are some One Person Company Registration Requirements.

 

Eligibility Criteria for OPC Registration in India

Eligibility criteria for OPC registration in India is pointed out below:

  • Single Shareholder: Only a natural person, who must be an Indian citizen and resident, can incorporate an OPC.
  • Nominee Director: The sole shareholder must nominate a person who will take over in case of their death or incapacity.
  • Not a Minor: The individual incorporating the OPC cannot be a minor.
  • Capital Requirement: The minimum authorised capital for incorporating OPC is ₹1 lakh but there is no minimum paid-up capital requirement.

 

Roles of Directors and Shareholders

  • Sole Director:  a sole member  can also act as the sole director of the company.
  • Nominee Director: The nominee director steps in if the sole shareholder is unable to continue due to death or incapacity.
  • Director’s Duties: Directors must comply with statutory duties and obligations as outlined in the Companies Act of 2013.

OPC Registration Documents Required

Here is the list of documents required for OPC registration in India:

  • Director’s PAN Card: Copy of the PAN card of the sole shareholder and nominee director.
  • Identity Proof: Aadhar card, Driving License, voter ID, or passport of the sole shareholder and nominee director.
  • Address Proof: Latest utility bills, such as  water  or  electricity  bill, Mobile Bill or bank statements of the sole shareholder and nominee director.
  • Registered Office Address Proof: Rent agreement and a no-objection certificate (NOC) from the property owner, or utility bills if the property is owned.
  • Passport-Size Photographs: Recent passport-sized photographs of the sole shareholder and nominee director.
  • Memorandum of Association (MOA): A document outlining the company’s objectives and business activities.
  • Articles of Association (AOA): A document detailing the rules and regulations governing the company’s internal management.
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FAQs on One Person Company Registration

Find answers to frequently asked questions about One Person Company (OPC) registration in India, including eligibility criteria, compliance requirements, conversion thresholds, and nominee roles, to help you make well-informed decisions

What is the primary objective of OPC registration?

The primary objective of OPC registration is to allow individual entrepreneurs to form a business entity with limited liability protection and full control, combining the benefits of sole proprietorship and corporate structure.

How to inform RoC about change in membership of OPC?

In the event that an OPC member is terminated due to death, incapacity to enter into contracts, or ownership changes, the company is required to submit form INC-4. The user must fill up the same form with the new OPC member’s details.

Is there any threshold limits for an OPC to mandatorily get converted into either private or public company?

Yes, an OPC must convert into a private or public company if its paid-up share capital exceeds ₹50 lakhs or its average annual turnover exceeds ₹2 crores over three consecutive financial years.

How to intimate RoC that the OPC has exceeded the threshold limits and require conversion into private or public company?

File Form INC-5 within 60 days of exceeding the threshold limits to intimate the RoC about the need for conversion.

What is the time limit for filing form INC-5?

The time limit for filing Form INC-5 is within 60 days of exceeding the threshold limits.

Is there any form that is to be filed for conversion of an OPC into a private or public company?

Yes, Form INC-6 is to be filed for the conversion of an OPC into a private or public company.

Is there any other purpose for filing this form?

Yes, Form INC-6 is also used for voluntarily converting an OPC into a private or public company before reaching the threshold limits.