OPC Incorporation

PROCEDURE FOR OPC INCORPORATION-

1. For OPC incorporation, first the only member of OPC has to obtain its digital signature with the help of opc registration consultant.
2. After obtaining digital signature, application for reservation of a name shall be made in form RUN (reserve unique name) along with fee of Rs. 1000 as per rule 9 of the companies (incorporation) rules, 2014.

Allotted name shall be valid for 20 days.

1. Ones the name is allotted, form INC. 32 (SPICe) shall be filed with the ROC along with following documents for OPC incorporation as advised by opc registration consultant-

• Declaration made by professional in INC. 8
• Declaration made by the member in form INC. 9
• Consent of director in form DIR 2
• Self attested copy of PAN of the member
• Self attested copy of driving license/ passport/ voter ID card of the member 
• No objection certificate from the owner of proposed registered office along with utility bill and ownership proof.
• Signed form INC 3

1. After filing form INC 32, Form SPICe MOA and SPICe AOA shall be filed with registrar with the help of OPC registration consultant.
2. ROC will issue a certificate of incorporation in form no. INC 11 after all the forms are duly filed for OPC incorporation.

PRELIMINARY CONDITIONS FOR OPC INCORPORATION-

• For OPC incorporation, Paid up share capital shall not exceed Rs. 50 lakhs and its average annual turnover of immediately preceding three consecutive financial years should not exceed Rs. 2 crores. OPC has to mandatorily convert itself into a private or public company, if the given limit of share capital and average annual turnover exceeds.
• A natural person who is an Indian citizen and resident in India can only be a member and nominee of an OPC

• A natural person cannot be a member and nominee of more than one OPC.
• Minor can neither be the member or nominee in OPC nor can hold any interest in such OPC.
• OPC can never be incorporated or converted into a company under section 8 of the companies act, 2013.
• No OPC can carry out non-banking financial investment activities including investment in securities of anybody corporate. All this information can be obtained from OPC registration consultant.
• Conversion of OPC into any other kind of company is not possible unless 2 years are passed from date of incorporation or if it falls under the mandatory conversion criteria.

It can be done with the help of OPC registration consultant.

It is mandatory for every OPC to include word ‘OPC’ in brackets after the name of the company.

ADVANTAGES OF ONE PERSON COMPANY

•  Limited Liability: In case of a Sole Proprietorship the liability of the proprietor is unlimited and his / her personal assets can be attached however, in the case of One Person Company, since it is a separate entity the personal assets of the Sole Director cannot be attached.
•  Legal Status: One Person Company is a separate legal entity from its Director. It has the capacity to sue and be sued in its own name. It will have its own separate PAN Card, Service Tax Registration Number, TAN, Bank Account etc.
•  Bank Operations: The Banks have always preferred giving loans to Corporate Entities more than Sole Proprietorship as corporate entities have a legal entity and accordingly in case of payment problems the Banks have a better legal standing.
•  Reduced Taxation Burdens: The Companies act, 2013 has given ample powers to One Person Company to run its business as a Company and either enter into valid contract with customers. Thus all the provisions of tax planning applicable for Private Limited Company is also applicable for One Person Company. If proper tax planning is done an OPC can help reduce taxation burden on the assessee.
•  Reduced Compliance : In comparison to a Private Limited Company, a One Person Company enjoys significant relaxation in Registrar of Companies Compliance. A One person company has relaxed norms for holding board meetings, quorums etc

FAQs ON HOW TO REGISTER ONE PERSON COMPANY

1. How to Change membership of OPC?

The membership of an OPC can be changed on account of death, incapacity to contract or change in ownership. The OPC needs to file relevant form for the same. In the same form, user needs to provide details of the new member of the OPC.

 

2. What is the Threshold limit to mandatorily get converted into PLC or PC?

In case the paid up share capital of an OPC exceeds fifty lakh rupees or its average annual turnover exceeds during the relevant period exceeds two crore rupees, then the OPC has to mandatorily convert into private or public company.

The OPC shall inform RoC in form INC-5, if the threshold limits is exceeded and is required to be converted into private or public company.

3. Who can become a member in OPC??

A resident Indian citizen can be a member of the OPC. Only a natural person 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.

4. Can a member of an OPC become member in other OPC as well??

A person can be member in only one OPC.

5. What is the requirement of having a Nominee in case of a OPC?

A nominee is required in the case of OPC to deal with the situations wherein the director dies, is incapacitated from performing his duties.