In the Companies Act 2013, a new concept was introduced about an One Person Company. Before Company Act 2013 a minimum of 2 directors and members for a Private Company and a minimum of 3 directors and 7 members for a Public Company were required. There was no opportunity for a single person to open a company.
But after this Act, as per Section 2(62), with just 1 Director and 1 member, a company can be formed. Only a single person is required for opening a One Person Company and he/she can perform both as a shareholder and a director.
Benefits of Registration of Company as an “OPC”
• Independent Existence
OPC is considered as a separate legal entity, and in the eyes of the law, One person Company is a person. The person will have a common seal, and perpetual succession and also gets the authority to perform all the functions of an incorporated person.
• Limited liability with greater opportunity
Only one person owns the company, so the liability is limited to the amount of the cost of the share you hold. In an OPC company, the person can take more risks in the business without giving a second thought about harming the loss of personal assets.
• OPC is a separate legal entity and a separate property
One person company is a separate legal entity that can perform all the things that an entrepreneur can do. It gains its own identity and owns its separate property. No member will have any insurable rights in the assets that an OPC owns.
• Only a single owner is all you need for registration of an OPC
For a One Person Company, you are the only owner; you are the shareholder and the director. This makes it easy to establish and run the business without following any long procedures and methods that are adopted in other companies. This sense of belonging encourages the quick decision-making of the owner and the faster growth of the company.
• Flexibility in Taxation
Unlike proprietorship, director’s remuneration is a deductible expense as per income tax law. This feature decreases the profitability of the company and eventually brings down the taxable income of your business.
• Shares Transferability
In a One Person Company, the shareholder is the only owner of the company. Transferring a portion of a share is not feasible as if it is done; the company will cease to be a 'one person' company. If the entire share is transferred, then it will change the entire structure of the company as the owner is changing; thus, it is not practiced in an OPC. Till this issue is not being dealt with we can legally say, transfer of share is not allowed in an OPC.
Guidelines to register a One Person Company
1. The initial step is to obtain the Digital Signature Certificate (DSC) of the proposed Director of the company.
2. After Digital Signature Certificate, you have to apply for the Director Identification Number( DIN) in the SPICe+ Form along with the name and address proof of the director. DIN of 3 individuals can only be apply within the SPICe+ form. In case of more than 3 individuals as a director and shareholder, DIN will be applied separately through form DIR-3.
3. Afterwards, you have to decide on a name for the company. The suffix (OPC) Private Limited will be attached to the company name after a successful registration.
The approval of the name can be done in two ways. One is by making an application in Form SPICe+ and the other process is by using RUN (reserving unique names) Web service of MCA. You have to give one preferred name (two names can be proposed) along with the significance behind keeping that name. MCA also provides one re-submission (RSUB) while reserving Unique Name for the companies.
4. Prepare all the required documents which are to be submitted to the ROC. Prepare Form Spice+ , spice+ MoA (Memorandum of Association) and Spice+ AoA (Articles of the Association), Form AGILE PRO(GST,EPF and ESIC). A nominee has to be appointed because in case the only owner/director/member of the company becomes incapable, then the nominee will take over and perform his duties. The nominee's consent has to be included in Form INC-3 along with his PAN and Aadhar Card. You have to submit the proof of registered office with the proof of ownership along with a NOC from the owner for the proposed Company. Consent of the proposed director is also required in Form DIR-2.
5. After verification of all the documents attach those with SPICe+ Form along with the DSC and upload them to the MCA site.
6. When verification is complete, the ROC (Registrar of Companies) will issue the Certificate of Incorporation along with PAN and TAN and now you can commence your business.
Documents required for registration of an OPC
For proposed Director and nominee of the company:
1. A self-attested copy of the PAN card.
2. Proof of Identity- Voter-Id/Driving License/Passport (Anyone of these and should also be self-attested)
3. Proof of Address- Bank statement/Mobile Bill/Electricity bill (Anyone of these and should not older than 2 months)
4. Mobile number and Email address
5. Passport-sized photo.
Important documents necessary for the Registered Office:
1. Latest Electricity Bill/Water Bill as Proof of registered office with the proof of ownership.
2. NOC (non-objection certificate) from the property land owner.
3. Proof of rental agreement written in English.
4. Print of Sale Deed in English only if the property is owned.