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Overview

A new concept has been introduced by the Company’s Act 2013, about the One Person Company (OPC). One Person Company (OPC) is a business entity in which there is only one owner with limited liabilities who can act as both a shareholder as well as the director. One Person Company (OPC) in India was introduced through the Companies Act, 2013 to support entrepreneurs who on their own are capable of starting a venture by allowing them to create a single person economic entity. The concept of OPC is to eradicate the limitation of a sole proprietorship, which is the most popular form for small businesses in India. The liability of owner is limited to the invested capital in this for.

Steps to Register OPC Company

Below are the steps in which OPC can be registered:
 
Step 1: Apply for DSC
 
The first step is to obtain the Digital Signature Certificate (DSC) of the proposed Director which required the following documents:
 
- Address proof
- Aadhaar card
- PAN card
- Photo
- Email Id
- Phone number
 
Step 2: Apply for DIN
 
Once the Digital Signature Certificate (DSC) is made, the next step is to apply for the Director Identification Number (DIN) of the proposed Director in SPICe+ Form along with the name and the address proof of the director. Form DIR-3 is applicable only for existing companies. It means with effect from January 2018, the applicant need not file Form DIR-3 separately. Now DIN can be applied within the SPICe+ form for up to three directors.
 
Step 3: Name Approval Application
 
The next step is to decide the name of the Company. The name of the Company will be in the form of “XYZ (OPC) Private Limited”.
The name can be approved in the Form SPICe+ 32 application. Only one preferred name along with the significance of keeping that name can be given in the Form SPICe+ 32 application. If the name is rejected, another name can be submitted by applying another Form SPICe+ 32 application.Once the name is approved by the MCA, we move on to the next step.  
 
Step 4: Documents Required
 
We have to prepare the following documents, which are required to be submitted to the ROC:
a. The Memorandum of Association (MoA) which are the objects to be followed by the Company or stating the business for which the company is going to be incorporated.
b. The Articles of the Association (AoA) lays down the by-laws on which the company will operate.
c. Since there are only 1 Director and a member, a nominee on behalf of such a person has to be appointed because in case he becomes incapable of working or dies and cannot perform his duties the nominee will perform on behalf of the director and take his place. His consent in Form INC – 3 will be taken along with his PAN card and Aadhaar Card.
d. Proof of the registered office of the proposed Company along with the proof of ownership and a NOC from the owner.
e. Declaration and Consent of the proposed Director of Form INC -9 and DIR – 2 respectively.
f. A declaration by the professional certifying that all compliances have been made.
 
Step 5: Filing of Forms With MCA
 
All these documents will be attached to the SPICe+ Form, SPICe-MOA and SPICe-AOA along with the DSC of the Director and the professional, and will be uploaded to the MCA site for approval. The Pan Number and TAN is generated automatically at the time of incorporation of the Company. There is no need to file separate applications for obtaining PAN Number and TAN.
 
Step 6: Issue of the Certificate of Incorporation
 
On verification, the Registrar of Companies (ROC) will issue a Certificate of Incorporation and we can commence our business.

Documents required for OPC Registration

In order to register your company, you need the following documents to be in order:
 
1. Copy of PAN Card of owner
2. Passport size photograph of the owner
3. Copy of Aadhaar Card/ Voter identity card
4. Copy of Rent agreement (If rented property)
5. Electricity/ Water bill (Business Place)
6. Copy of Property papers (If owned property)
7. Landlord NOC (Format will be provided)

Minimum Requirements for Registering OPC

- Minimum and maximum of one member. 
- A nominee should be appointed before incorporation.
- Consent of the nominee should be obtained in Form INC-3.
- The name of the OPC must be selected as per the provisions of the Companies (Incorporation Rules) 2014.
- Minimum authorised share capital of Rs.1 lakh.
- DSC of the proposed director.
- Proof of registered office of the OPC.

What is the role of a Nominee in an OPC?

Nominee in an OPC is the person designated by the sole promoter of the company to be his successor. In case of death or incapacitation, the Nominee will take over. The nominee must be an Indian Citizen and a resident who is not a minor. While incorporating a One Person Company, a Nominee Consent Form must be filed with the MCA.
 
a. Withdrawal of Consent: The Nominee can withdraw his/her consent; in this case, the sole member is required to nominate another member as a legal heir within 15 days of the notice of the withdrawal. The Nomination of the new personnel must be intimated to the company through a written consent in Form INC 3. In turn, the Company is required to file the notice of withdrawal of consent along with the intimation of the new nominee with the Registrar in Form INC 4.
 
b. Change in Nominee: The Sole member of the One Person Company can change the Nominee by providing notice in writing to the company. The new nominee must consent to the nomination form in INC 3. The Company must file the notice of the change and the consent of the nominee with the registrar with the applicable fee, within 30 days of receiving the intimation of change.
 
c. Nominee Appointment: In case if the nominee becomes in charge of the company due to cessation of the original member's term owing to the death or incapacity of the latter, the new member must appoint a new nominee as a replacement
 
d. Penalty: If a One Person Company or an officer of any such company is not compliant with the mentioned regulations the entity might incur penalties as high as Rs.10,000. Further, for each day of default, the penalty will be increased by a fine of Rs,1000.

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