What is One Person Company and How to Register It?

The Companies Act, 2013 revolutionized company registration in India by introducing the concept of a One Person Company (OPC). OPCs allow a single individual to form and manage a company, enjoying the benefits of limited liability and a separate legal entity. Before this Act, a minimum of two members and directors was mandatory to establish a company, leaving sole proprietors without a viable option to scale up their business structure legally. This article delves into the OPC Company Registration process, benefits, and challenges, providing a step-by-step guide for prospective entrepreneurs.

Advantages of One Person Company:

Legal Status:

One of the primary benefits of OPC Company Registration is the separate legal entity status it confers. This means that the company is distinct from its members, offering protection against personal liability. The member’s liability is limited to their shareholding, safeguarding personal assets from business losses.

Easy Fundraising:

OPCs, categorized as private companies, have an edge in securing funds. Financial institutions, venture capitalists, and angel investors are more inclined to lend to companies rather than sole proprietorships. This opens avenues for better financing options, crucial for business growth.

Simplified Compliance:

The Companies Act, 2013 grants OPCs certain exemptions from stringent compliance requirements. For instance, OPCs are not required to prepare cash flow statements. The annual returns and financial statements need only be signed by the director, bypassing the need for a company secretary.

Simple Company Registration Process:

One Person Company Registration is streamlined. Only one member and a nominee are required. The minimum authorized capital is Rs. 1 lakh, with no stipulation for a minimum paid-up capital. This ease of incorporation makes it an attractive option for small business owners.

Efficient Management:

With a single individual at the helm, decision-making is swift and uncomplicated. Ordinary and special resolutions can be passed by the member and recorded in the minutes book. This eliminates internal conflicts and delays, ensuring smooth operation.

Perpetual Succession:

Despite having only one member, OPCs enjoy perpetual succession. The nominee appointed during company registration takes over in the event of the member’s demise or incapacitation, ensuring business continuity.

Disadvantages of One Person Company:

Limited Growth Potential:

OPCs are designed for small businesses. The structure restricts the number of members to one, limiting expansion possibilities. As the business grows, it may require more capital and members, necessitating a transition to a private or public company.

Business Activity Restrictions:

OPCs cannot engage in non-banking financial investment activities, including investing in securities. Additionally, they cannot convert into companies with charitable objects under Section 8 of the Companies Act, 2013.

Blurred Lines Between Ownership and Management

The dual role of the sole member as both owner and director can lead to a lack of separation between ownership and management. This overlap can sometimes result in less transparency and potential ethical issues in business practices.

OPC Company Registration Process:

Step 1: Digital Signature Certificate (DSC)

The first step in OPC Company Registration involves obtaining a Digital Signature Certificate (DSC) for the proposed director. The following documents are required:

• Address proof
• Aadhaar card
• PAN card
• Photograph
• Email ID
• Phone number

Step 2: Director Identification Number (DIN)

Once the DSC is obtained, the next step is to apply for the Director Identification Number (DIN) using the SPICe+ form. The DIN application can be integrated with the SPICe+ form, eliminating the need for separate Form DIR-3 filing. Up to three directors can be registered using this method.

Step 3: Name Approval

Selecting a specific title for the OPC plays a crucial role. The name should be unique and adhere to the Companies (Incorporation Rules) 2014. The chosen name is submitted through the SPICe+ application, formatted as “ABC (OPC) Private Limited”. If rejected, a new name can be proposed through another SPICe+ application.

Step 4: Document Preparation

To Register a One Person Company, Several documents need to be prepared for submission to the Registrar of Companies (ROC):

• MoA or Memorandum of Association: Defining the Goals of a company.
• Articles of Association (AoA): Defining the company’s bylaws.
• Nominee Consent Form (INC-3): Consent from the nominee, along with their PAN and Aadhaar card.
• Registered Office Proof: Proof of ownership and a No Objection Certificate (NOC) from the owner.
• Director's Declaration (INC-9) and Consent (DIR-2): Declarations from the proposed director.
• Professional Certification: A declaration by a professional confirming compliance with all requirements.

Step 5: Filing with MCA

All the prepared documents are attached to the SPICe+ form, SPICe-MoA, and SPICe-AoA. These, along with the DSC of the director and professional, are uploaded to the MCA portal. The PAN and TAN are generated automatically during this process.

Step 6: Certificate of Incorporation

Upon verification, the Registrar of Companies issues the Certificate of Incorporation. This certificate signifies the official One Person Company Registration, allowing the business to commence operations.

Checklist for OPC Registration:

• Minimum and maximum of one member.
• Appointment and consent of a nominee (Form INC-3).
• Adherence to the naming guidelines.
• Minimum authorized capital of Rs. 1 lakh.
• DSC of the proposed director.
• Proof of registered office.

Timelines for One Person Company Registration:

• Obtaining DSC and DIN: 1 day
• Certificate of Incorporation: 3-5 days
• Total process: Approximately 10 days, subject to departmental approvals.

Eligibility for Membership in an OPC:

For One Person Company Registration only a natural person who is an Indian citizen and resident in India can act as a member and nominee of an OPC. A "resident in India" is defined as a person who has stayed in India for at least 182 days during the preceding financial year.

Single Membership Rule:

Under the rules of OPC Registration, an individual cannot be a member of more than one OPC. This ensures that the focus and liability are confined to a single entity.

Tax Implications for OPCs:

There are no specific tax advantages for One Person Company Registration compared to other company forms. OPCs are subject to a flat tax rate of 30%, along with other applicable provisions such as MAT (Minimum Alternate Tax) and DDT (Dividend Distribution Tax).

Changes in Conversion Requirements:

Previously, OPCs exceeding certain thresholds of paid-up capital and turnover had to convert to private or public companies. However, with the Companies (Incorporation) Second Amendment Rules, 2021, this mandatory conversion requirement was removed, simplifying the One Person Company Registration process and allowing more flexibility.

Mandatory Compliances for OPCs:

OPC Registration comes with specific mandatory compliances, including:

• Holding at least one Board Meeting every half year with a minimum gap of 90 days between meetings.
• Maintaining proper books of accounts.
• Conducting a statutory audit of financial statements.
• Filing an annual income tax return before September 30th.
• Submitting Financial Statements in Form AOC-4 and ROC Annual Return in Form MGT-7.

Restrictions on Who Can Form an OPC:

Certain individuals are restricted from One Person Company Registration. Minors, foreign citizens, non-residents, and persons incapacitated by contract are ineligible to become members of an OPC.

Converting an OPC to a Private Limited Company:

For those considering transitioning from One Person Company Registration to a Private Limited Company, the process involves passing a special resolution and increasing the number of members and directors to at least two. Additionally, obtaining a No Objection Certificate (NOC) from creditors is required to complete the conversion.

By understanding these aspects of Company Registration, individuals can make informed decisions about forming and managing an OPC in India.

Conclusion

OPC Company Registration presents a streamlined, legally robust option for individual entrepreneurs in India. It merges the benefits of limited liability and a separate legal entity with simplified compliance requirements. While suitable for small businesses, OPCs have some limitations, particularly concerning growth and business activities. However, the ease of incorporation and management makes OPCs an attractive choice for sole proprietors looking to scale up their operations within a corporate framework. By following the outlined steps and understanding the associated benefits and challenges, entrepreneurs can leverage the OPC structure to establish and grow their businesses effectively.