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Company Incorporation

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All you need to know about Company Incorporation

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What is One Person Company (OPC)

An OPC is a company established by a single person and specially suitable to those entrepreneurs who finds it difficult to have a co-founder.

A single individual establishes and manages the company and OPC has all the features of a company, such as perpetual succession, limited liability and a separate legal entity and at the same time it offers you the freedom of sole proprietor since there will be only one owner.

One Person Company (OPC) Incorporation

At Complianto Consulting, our experts are committed to guide you on the right form of Company Incorporation

What All You Get

We will provide you all the necessary documents that are required once a One Person company (OPC) is Incorporation.

Incorporation Certificate

Permanent Account Number (PAN)

Tax Deduction Account Number (TAN)

Articles of Association (AoA)

Memorandum of Association (MoA)

Director Identification Number (DIN)

Provident Fund Registration (PF)

Employee State Insurance Registration (ESI)

Digital Signature Certificate (DSC)

CA Assistance

OUR PROCESS FOR

One Person Company Incorporation

Step 1

Fill The Form

Step 2

DISCUSS WITH OUR EXPERTS

Step 3

SHARE DOCUMENTS

Step 4

GET CERTIFICATE

Benefits of One Person Company (OPC) Incorporation

Below are the Benefits that you get in Private Limited Company Incorporation Over Limited Liability Partnership or One Person Company or Partnership firm

Easy To Obtain Funds

Since OPC is a private company, it is easy to go for fundraising through venture capitals, angel investors, incubators etc.

01

Complete Control With A Single Owner

This leads to fast decision making and execution. yet OPC can appoint 15 directors for administrative functions, without giving any share to them.

02

Legal Status

The separate legal entity of the OPC gives protection to the single individual who has incorporated it. Thus, the creditors can sue the OPC and not the member or director.

03

Easy Incorporation

It is easy to incorporate OPC as only one member and one nominee is required for its incorporation.

04

Easy To Manage And Less Compliances

OPC is one of the easiest forms of corporate entities to manage. very few ROC filing is to be filed with the Registrar of Companies (ROC).

05

Easy To Sell OPC

OPC Company is easy to sell, very less documentation and less cost is involved in selling a One Person Company.

06

Frequently Asked Questions

How Much Time Needed to register a Private Limited Company?

Digital Signature Certificate (DSC) is a token issued by the Certified Authorities. A DSC is an eSignature used for filing forms with MCA by the directors, promoters, and shareholders. All the directors and the subscribers to MOA (promoters of the company) need DSC for submitting e-forms for incorporation. Director’s DSC is also used while filing GSTR, ITR, and ROC forms.

As per Section 2(62) of the Companies Act, 2013, One Person Company means a company which has only one person as a member.

Section 3 of the Act indicates that OPC is also a private limited company meaning all the characteristics of a private limited company shall apply to a OPC too.

Only a natural person having citizenship of India can be a member of One Person Company.

 

Since there is only one member in OPC and in case of any uncertainty who will continue the business. For addressing this issue a concept of appointing a nominee has been incorporated in the law. And it is mandatory to appoint a nominee for OPC.

 
 

No, neither any one can become a member nor nominee of more than one OPC.

 

He/She has to withdraw membership from one of the OPCs within 180 days.

 
 

The OPC is required to establish a private limited company if: the paid-up share capital reaches Rs. 50 lakhs, or the average annual turnover during the relevant period surpasses Rs. 2 crore. Such a company must change to a private or public limited company within 6 months of the above-mentioned conditions.

 
 

OPC can not be converted as Section 8 company and also cannot carry on the business of NBFC.

 
 
 
  1. An OPC is required to hold at least one Board meeting in each half of the calendar year and the time gap between the two Board meetings shall not exceed 90 days.                                                                                                                                                                                                                                                                                                                                      
  2. E-form AOC -4 to be filed with ROC within 180 days from the close of the financial year. (AOC 4 is an annual financial report containing balance sheet, P&L, auditors report)                                                                                                                                                                                                                                                                                                                  
  3. Form MGT 7A to be filed with ROC within 60 days from the date of the AGM. (MGT 7A is an annual return that contains details of directors and shareholders). (Refer FAQ 11 and 12)                                                                                                                                                                                                                                                                                                      
  4. Income Tax return within 31stOctober of the following financial year.                                                                                           
  5. Tax audit report in Form 3CA-3CD if the turnover crosses the prescribed limit as given in the Income Tax Act, 1961 on or before 30thSeptember of the following financial year.
 
 
 
Does private limited company has Perpetual Existence?

The choice between an OPC and a Private Limited Company depends on various factors, such as the number of members, the structure of ownership, liability protection, and long-term goals. OPC is suitable for single entrepreneurs, while Private Limited Company offers more flexibility and scalability for businesses with multiple founders or investors.

Form INC-4 is filed with the Registrar when the nominee of an OPC takes the place of the sole member of an OPC in the event of his death or incapacity to enter into a contract.

Such a form is required to be filed within 30 days of change in membership with the prior written consent of the person so nominated in Form INC-3.

An OPC can be converted into a private company or public company other than a company registered under section 8 of the Act in the following manner:

    1. By increasing the minimum no. of members and directors to 2 or 7 members and 2 or 3 directors, as the case maybe and                                                                                                                                                                          
    2. By maintaining the minimum paid up share capital as per the requirements of the Act for such company including due compliance of section 18 of the Act for such conversion.                                                                                                                                                                                  
    3. E-Form INC-6 shall be filed for conversion of OPC into a private/public company.

OPC have to comply with various provisions like for Private Limited Company but have some exemptions as compare to private limited company:

  • One Director- As compared to Private Limited Company an OPC requires only one director to register and manage its business.
  • Holding of Annual General meeting – As per Section 96(1) of the Companies Act, 2013 one person company is not required to hold AGM since it has only one member.
  • Holding of Board Meeting: An OPC has to conduct only one board meeting every 6 months as compared to private limited company which has to conduct 4 meetings.
  • Filing of Annual Returns: Annual Returns of the OPC can be signed by the Company Secretary and if there is no Company Secretary, then by the Director Alone.
  • Cash Flow Statement: One Person Company is not required to maintain Cash Flow Statement.
  • Exemptions from Board Report: Rule 8 of Companies (Accounts) Rules, 2014 in which matters to be included in Board’s Report are mentioned is not applicable to one person company.
  • Exemptions from applicability of Companies(Auditor’s Report) Order, 2016 Provisions of Companies (Auditor’s Report) Order, 2016 not applicable on OPC.

An OPC can have a minimum of 1 director and a maximum of 15 directors.

 

 

 

Following are the cases where new nominee require to be nominated

1. In case nominee withdraw his consent:

i.) Nominee may at any time withdraw his/her consent, by giving notice to Member and Member shall within 15 Days from the Date of receipt of Notice of withdrawal of consent, nominate a new nominee, with his prior consent in Form INC 3 and give intimation to company about such nomination.

ii.) OPC shall within 30 Days from the date of receipt of notice of withdrawal of consent, file with the Registrar, notice of withdrawal of consent in Form INC 4, along with consent of new nominee in Form INC 3.

2. If sole member change nominee on its own:

i.) Sole member at any time by giving notice to OPC, change the name of person nominated by him (nominee) and nominate new nominee, with his prior consent in Form INC 3.

ii) Company shall within 30 Days of receipt of notice of such change, file with the Registrar, notice of such change in Form INC 4, along with consent of new nominee in Form INC 3.

 

 

Two methods of conversion are there: A) Voluntary Conversion B) Mandatory Conversion

i.) Voluntary Conversion: An OPC can voluntarily converts itself into Private or Public Company, provided 2 years must have elapsed since incorporation. In simple words, An OPC, after completion of 2 Years from the Date of Incorporation, can convert itself into Private or Public Company.

An application in this regards to be made in Form INC-6, pursuant to Section 18 of Companies Act, 2013 and Rule 7 Companies (Incorporation) Rules 2014.

ii.) Mandatory Conversion:

a) If at any time after incorporation, Paid up Share Capital of company exceeds 50 L Rs. OR its average annual turnover of preceding 3 consecutive financial year exceeds 2 cr. Rs, it ceases to continue as OPC.

b) Intimation of exceeding threshold limit required to be given to ROC in Form INC-5 within 60 Days from the day on which limit exceeds.

c) Application for conversion of OPC into Private/Public Company to be made in Form INC-6, within 6 Months from the effective date on which the threshold limit exceeded.

  1. All documents should be self-certified.
  2. Object entered in MOA should be in consonance with object entered in SPICe Part A.
  3. An OPC cannot carry on NBFC activity remove these points from MOA.
  4. An OPC cannot issue/allot securities to any person except its member, remove these points from AOA.
  5. An OPC cannot invest or acquire in securities of any body-corporate, remove these points from MOA & AOA.
  6. Definition of OPC as per Section 2(62) along with definition of Private Company as per 2(68) must be mentioned in AOA.

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