What is One Person Company (OPC)?
The concept of One Person Company [OPC] is a new vehicle/form of business, introduced by The Companies Act, 2013 [No.18 of 2013], thereby enabling Entrepreneur(s) carrying on the business in the Sole-Proprietor form of business to enter into a Corporate Framework. One Person Company is a hybrid of Sole-Proprietor and Company form of business, and has been provided with concessional/relaxed requirements under the Act.
What are the Minimum Requirements of One Person Company Registration?
- Minimum 1 Shareholder
- Minimum 1 Directors
- The directors and shareholders can be same person
- Minimum 1 Nominee
- Only Indian residents can be Shareholder & Nominee
- Minimum 1 Director must be Indian Resident
- Minimum Authorized Share Capital to be Rs. 1 Lac
- DIN (Director Identification Number) for all Directors
- DSC (Digital Signature Certificate) for 1 Promoters & 1 witness
ADVANTAGES OF ONE PERSON COMPANY REGISTRATION
- Limited Liability Protection to Directors personal assets
Many times startups need to borrow money and take things on credit. In case of proprietorship firms, Proprietor’s personal savings and property would be at risk incase business is not able to repay its loans. In a one person private limited company, only investment in business is lost, personal assets of the directors are safe.
- Helps for Testing of Business Model and Enables Funding
The OPC business helps Startup Entrepreneurs to easily test their business model, and upon building a marketable product, they can approach Angel investors, Venture capitalists for funding and easily convert their OPC into multi shareholder Private Limited company.
- Better image and credibility in Market
In India, OPC is a Private limited company, which is a popular and well known business structure. Corporate Customers, Vendors and Govt. Agencies prefer to deal with Private Limited Company instead of proprietorship firms.
- Complete Control of the Company with a Single Owner
This leads to fast decision making and execution. Yet OPC can appoint as many as 15 directors for administrative functions, without giving any share to them.
- Easy to Manage and Freedom from 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). No need to conduct Annual General Meeting (AGM) and other regular compliances.
- Easy to Sell OPC
OPC Company is easy to sell, very less documentation and cost is involved in selling a One Person company.
Steps to Incorporate One Person Company (OPC)
- Obtain Digital Signature Certificate [DSC] for the proposed Director(s).
- Obtain Director Identification Number [DIN] for the proposed director(s).
- Select suitable Company Name, and make an application to the Ministry of Corporate Office for availability of name.
- Draft Memorandum of Association and Articles of Association [MOA & AOA].
- Sign and file various documents including MOA & AOA with the Registrar of Companies electronically.
- Payment of Requisite fee to Ministry of Corporate Affairs and also Stamp Duty.
- Scrutiny of documents at Registrar of Companies [ROC].
- Receipt of Certificate of Registration/Incorporation from ROC.
Terms and Restrictions of OPC
A person shall not be eligible to incorporate more than a One Person Company or become nominee in more than one such company.
Minor can’t shall become member or nominee of the One Person Company or can hold share with beneficial interest.
An OPC cannot be incorporated or converted into a company under Section 8 of the Act. [Company not for Profit].
An OPC cannot carry out Non-Banking Financial Investment activities including investment in securities of anybody corporate.