One Person Company (OPC)

Introduction:
OPC is registered as a Private Company with one member, one nominee and may also have at least one director. 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. A person can be member in only one OPC.

• One Shareholder: Company Incorporation Rules provide that only a natural person who is a resident of India and also a citizen of India can form a one-person company. It means that other legal entities like companies or societies or other corporate entities cannot form a one-person company.

• One Director: One Person Company may have only one director. But at the same time there is no bar on more number of directors. However, as per the Act, the total number of directors shall not be more than 15.

• One Nominee: The person forming the One Person Company has to nominate a Nominee with his/her written consent who, in the event of death or inability to contract the owner of the One Person Company, shall come forward and take over the reins of the one-person company.

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 financial year.
The requirements of being an Indian resident and citizen of India also apply to the nominee. No minor shall become member or nominee of OPC. The subscriber to the memorandum of a One Person Company shall nominate a person, by obtaining prior written consent of such person.

Procedure of Incorporation of One Person Company (OPC)
STEP 1: Reservation of Unique Name (Web Form): The first step in the incorporation of any company is to choose an appropriate name and making an application in Spice + Part A (for name reservation) Web form with proposed two names of the company along with proposed objectives of the Company. (Only two names can be applied in order of preference)
Name Approval process: Two names can be applied in Spice + Part A (Reservation of Unique Name) Web Form in order of preference with the proposed objectives of the Company. Approved name shall be valid for 20 days from the date of approval. After the expiry of 20 days, name reserved can be further extended for 20 to 40 days by making an additional payment for name application.
 A company name can be reserved quickly and easily even before obtaining a digital signature.
 To apply for name using Spice + Part A web-form, and provide two names in order of preference with proposed objectives of the Company. The company can use the same name as the parent company by adding the word India in its name.
 However, Companies Incorporation Rules, 2014 states that a company or LLP cannot be registered with an identical or similar name to that of an existing company, LLP or trademark.
 On submission of the Spice + Part A, the requested names would be checked by MCA personnel at the Central Registration Centre (CRC) against the company, LLP and trademarks for tests of similarity. If the name is unique and conforms to the Companies Act 2013, name approval would be provided by the MCA and the applicant would be intimated through an email, however if name is not unique; and identical to existing company/LLP or trademark already registered then name rejection intimation through email would be provided by the MCA with an option of resubmission of Spice +Part A form with two different names.

STEP 2: Obtaining Director Identification Number (DIN) and Digital Signature Certificates (DSC) of Proposed Director, Nominee and Promoter/Subscriber: DIN can be applied while incorporating a new company in case the proposed Director/promoter does not have valid DIN, without filing of any separate E-form DIR-3 (Application for allotment of DIN) for DIN application to Central Government. So, DIN will be obtained along with company incorporation. Director not having DIN should not be more than 3 in number during the time of company incorporation.

STEP 3: Drafting of Memorandum of Association (MOA) and Articles of Association (AOA) and then a subscription to MOA has to be done by single shareholder.

STEP 4: Submission of incorporation forms (i.e., Spice + Part B & Spice MOA and Spice AOA) to Registrar of Companies with below mentioned documents for company incorporation: DIN will be allotted to all proposed director/promoter with the incorporation of the company, in case the promoter/director does not have DIN.

-Required Docs for Incorporation:
• Specimen signature for registration with employees’ provident fund organisation.
• KYC documents of Subscriber’s Nominee
• Consent Letters in Form DIR-2 for appointment as Director.
• NOC signed by the owner of the Proposed Registered Office of the Company.
• Address proof of the Proposed Registered Office of the Company {(i.e. Rental Agreement (if rented)/Co-working Space agreement/Sale deed (if owned by the director)}.
• Board Resolution in case Co-working Space is owned/leased by the company.

STEP 5: OTP verification in Form AGILE-PRO-S: OTP verification shall be done for any proposed director (one) of the company for filing of incorporation form (Spice + Part B) to Registrar of Companies. Email OTP and Mobile OTP validation is required for any one proposed director to complete this process.
STEP 6: Login Creation and DSC Registration of Subscriber/Promoter/DIN Holder and Nominee of Subscriber on MCA New (V3 Portal): Every DSC which shall be used for MCA filing need to be registered on MCA new V3 portal and the below mentioned verification procedure to be followed for DSC registration: –

a) Mobile OTPs and Email OTP validation are required for creating the MCA login of the applicant for the DSC registration on MCA new V3 portal. Creation of MCA login for each subscriber/promoter/DIN Holder and Nominee is mandatory for the purpose of DSC registration.
b) After the OTPs verification, login to MCA by using the login credentials generated by MCA on the completion of above step (a). This login also requires ONE OTP (Mobile/Email) verification and post login DSC shall be registered on MCA new V3 portal.
STEP 7: Certificate of incorporation, PAN, TAN, Employee State Insurance Corporation (ESIC) certificate will be received from MCA, NSDL & ESIC department; EPFO, Establishment Code and new bank account number will also be generated by Ministry of Corporate Affairs (MCA). Labour Identification Number(LIN) from Shram Suvidha, upon approval of company incorporation process. GST and Shop & Establishment can also be applied along with the company incorporation.

STEP 8: Declaration to be filed to ROC for commencement of Business in E-Form INC 20A within 180 days of company incorporation along with the proof of receipt of share application money from subscribers.

Conclusion:
From the date of incorporation of company, subscriber (Single member) to the memorandum shall be the owner of body corporate, capable of exercising all the functions of an incorporated company under the act and having perpetual succession with power to acquire, hold and dispose of property, both movable and immovable, tangible and intangible, to contract and to sue and sued by the said name.
Stamp Duty Fee for incorporation of one person company in Karnataka shall Rs 10K (effective from Feb 2024) where the authorized share capital is up to Rs.10 Lacs in case of company having share capital. That was all that we had to share about the procedure of company incorporation/registration of One Person Company in India as per the Companies Act, 2013.
If you need any assistance in incorporating OPC, please feel free to reach us at contact@msassociates.pro or call us on 080-41633750 or 9880542668.