Complete Guide to Registering a One Person Company in India

A One Person Company (OPC) is a unique business structure introduced under the Companies Act, 2013, designed specifically for entrepreneurs who wish to operate as a single person entity. The OPC allows an individual to own and manage a company independently while enjoying the benefits of limited liability protection.

2. Key features of One Person Company (OPC)–

1. It can be registered with just one member, providing complete control to the owner over business decisions and operations.
2. The liability of the owner is limited to the extent of the capital invested in the company.
3. An OPC is recognized as a distinct legal entity, separate from its owner.
4. Compared to other company structures, OPCs face fewer compliance requirements.
5. OPCs have the advantage of continuity; the company can continue to exist even if the owner passes away or decides to transfer ownership.

3. Eligibility for One Person Company (OPC) Registration –

1. Only a natural person who is an Indian citizen can establish an OPC.
2. The promoter must be a resident of India. The term “resident” refers to someone who has stayed in India for a minimum of 182 days during the preceding financial year.
3. The OPC must have a minimum authorized capital of Rs 100000.
4. The promoter must appoint a nominee during the OPC’s incorporation.

4. Documents Required for One Person Company (OPC) Registration –

1. Memorandum of Association (MoA)
2. Articles of Association (AoA)
3. Proof of Registered Office
4. The proposed director should furnish a declaration in Form INC-9 and their consent in Form DIR-2
5. A declaration by a qualified professional certifying that all necessary legal compliances have been adhered to

5. The Process of One Person Company Registration –

A. A Unique Company Name –

The name of the OPC must be unique and adhere to the Companies (Incorporation Rules) 2014. You need to use the RUN (Reserve Unique Name) service on the Ministry of Corporate Affairs (MCA) website to check and apply for name availability.

B. Digital Signature Certificate (DSC) –

The first step in the OPC registration process is to obtain a Digital Signature Certificate (DSC) for the proposed director. Since all forms for company registration are filed online, a DSC is mandatory to sign the documents electronically. You can apply for a DSC from authorized certifying agencies.

C. Director Identification Number (DIN) –

A Director Identification Number (DIN) is a unique number assigned to the director of the OPC. You need to file Form DIR-3 to obtain the DIN.

D. Preparation of MOA, AOA –

The Memorandum of Association (MOA) and Articles of Association (AOA) should be prepared. It should be filed with the Registrar of Companies (ROC).

E. Filing the Incorporation Form (SPICe+ Form) –

The SPICe+ form is used to register an One Person Company (OPC). Access the SPICe+ form on the MCA portal and fill in the details for the proposed company and upload the necessary documents.

F. Obtaining Certificate of Incorporation –

Once the SPICe+ form is submitted, the Registrar of Companies (RoC) will verify the documents. If everything is in order, the RoC will issue the Certificate of Incorporation (CoI). The CoI will contain the Corporate Identity Number (CIN), the official name of the company, and the date of incorporation.

6. Common Challenges in One Person Company (OPC) Registration –

1. The proposed name for the OPC may be rejected if it closely resembles an existing company’s name, trademark, or fails to comply with the Companies Act naming guidelines.
2. Obtaining a Digital Signature Certificate (DSC) can be delayed due to incomplete documentation, issues with the certifying authority, or errors in the application.
3. Errors in the submission of Form DIR-3 for obtaining a DIN, such as mismatched personal information or incorrect details, may cause delays.
4. Filling out the SPICe+ form incorrectly or failing to attach the required documents can lead to rejection.
5. Entrepreneurs who are unfamiliar with the legal framework for registering companies under the Companies Act, 2013 may face difficulties in interpreting and fulfilling regulatory requirements.

7. Conclusion –

Registering a One Person Company (OPC) is a simplified yet structured process. By following the step-by-step guide, you can ensure a smooth and efficient registration process. Proper preparation, understanding legal requirements, and ensuring compliance with the Companies Act, 2013, will help you establish and grow your OPC successfully.

Connect with us for registering your OPC hassle-free. At every step of the registration process, be it obtaining a DSC or DIN or filling out the SPICe+ form, our expert team is there to guide you. We offer services at an affordable rate.