Incorporations

One Person Company (OPC)

One Person company Incorporation, at an all-inclusive price, including Government Fees and applicable Stamp Duty*

*[Stamp Duty upto Rs.1000/- included. Additional duty to be charged at actuals]

Complete By* : 12 Jun, 2023

Pricing Summary

Traditional CA/CS Price : ₹ 12,500 /-

Other Online Price : ₹ 9,000 /-

Our Base Price : ₹4,042 /-

Govt. fees & taxes : ₹3,258 /-

You Pay: 7,300/- all inclusive

Government Fee included in above

You Save : ₹1,700/- to- 5,200 /-

Add to cart

What do you get?

15 Mins free Consultation with an EXPERT

Name Reservation

DIN for 1 Director* (Indian citizen)

Printable copy of Memorandum and Articles of Association (pdf format)

ePAN, eTAN

ESIC & EPFO registration

GST Registration (optional)

Facilitate Bank account opening

Share Certificates (as required)

Combined Register

IPro*– basic secretarial data entry done for no time lag, if Annual Compliance Package purchased.

[*Software for Company Law and related compliances]

Why Should You Choose SeedUp for

Registering your One Person Company (OPC)?

SAVINGS

in cost, most economical

FASTEST

completion of assignment

ADHERENCE

to compliances, giving you all that matters

RESPONSIBLE

towards your specific requirements

HASSLE FREE

we only ask for required documents

 

 

What is a One Person Company?

To protect a Proprietor’s assets, the Companies Act 2013 introduced the concept of One Person Company called OPC in common parlance.. 

Here, the Sole proprietor will have the benefit of limited liability, the business enjoys a separate legal identity and the business is conducted under a PAN distinct from the owner of the Company and enjoys perpetuity. This form of business brings with it added expenses since the sole proprietor has to get his accounts audited, file regular returns with the MCA portal etc.


 

As per Companies Act, 2013, One Person Company (OPC) means a company which has only one person as a member. There cannot be more than one member. Thus the minimum and maximum number of member(s) is One. Thus, this one member has to necessarily, at the time of incorporation, give his/ her nominee, who will become the Member in case of any untoward incident.

 

Documents Required

PAN Card

Utility Bill (Telephone, Electricity)

Aadhaar Card

Bank Statement

Passport Size Photo

* (All documents in Pdf scanned. Image file in jpeg format)

* (All documents to be Self Attested and signed on each page)

for details, click here

Incorporation

One Person Company

Steps for Incorporation

Collect information and documents

Drafting of MoA + AoA

File Spice Form Part A-Name Reservation

File Spice Form Part B-Company Incorporation

Resubmissions, if any clarifications required by MCA

Incorporation Certificate (Digital)

Note: Digital signatures must be obtained for all proposed director(s) and promoter(s) of the company. It is required for signing of the incorporation application.

DSC can be obtained online. Your SeedUp support manager will submit the application and generate a link to complete video eKYC verification. The applicant would have to take a short video and verify OTP to authenticate the application.

Important features of

One Person Company

The Ministry of Corporate Affairs- a Central government Ministry is primarily concerned with administration of the Companies Act 2013, the Companies Act 1956, the Limited Liability Partnership Act, 2008 & other allied Acts and rules & regulations framed thereunder, mainly for regulating the functioning of the corporate sector in accordance with law.

Separate Legal Entity

The Company has a distinct identity of a legal juristic person with it own PAN. It is separate from its promoters and directors.

One Member and One Nominee

The OPC can have one shareholder and one Nominee The OPC can have more than one Director. (1) Only a natural person who is an Indian citizen whether resident in India or otherwise (a) shall be eligible to incorporate a One Person Company; (b) shall be a nominee for the sole member of a One Person Company.

Liability

The word ‘limited’ is used to convey the message to public at large that the liability of the Company and it promoters and shareholders is limited- For the Company- Till the paid up capital of the Company alongwith the resources it has. For the Promoter- to the amount he/she has invested in the Equity of that company.

Funding

One Person Company vis a vis other business structures

Parameter

Sole Proprietorship

Partnership

One Person Company  (OPC)

Limited Liability Partnership (LLP)

Private Limited Company

Statute

Common Law

Common Law – unregistered

Indian Partnership Act, 1932- registered

Companies Act, 2013

Limited Liability Partnership Act, 2008

Companies Act, 2013

Ownership

The Proprietor- an individual

Minimum 2 partners ( a company can be a partner)

Division of Labour-

O/ship- Promoter (only one)

Daily working- Board of Director(s) (OPC may have more than 1 director)

Division of Labour-

O/ship- All partners

Daily working- Designated Partners

Division of Labour-

O/ship- Promoters and shareholders

Daily working- Board of Directors (at least 2 directors)

Legal identity & Liability

No distinct PAN.

No separate legal entity. Proprietor to bear all liabilities.

 

Distinct PAN.

No separate legal entity from its partners. Private assets of the partners can be used to meet the liabilities of the firm in case firm's assets are not adequate to meet its liabilities.

Distinct PAN

Separate legal entity

Limited Liability. Personal property does not get attached

 

Distinct PAN

Separate legal entity

Limited Liability. Personal property does not get attached

 

Distinct PAN

Separate legal entity

Limited Liability. Personal property does not get attached

 

Funding

Owned funds. Difficult for bank loans. Collateral of personal assets.

Owned funds. Difficult for bank loans. Collateral of personal assets.

Owned funds or debt. Cannot raise or offer equity

Owned funds. Debt funds can be managed.

For startups, Investors do not like to invest in this type of business entity

Best option if looking for business expansion I long run. Both Debt and Equity permitted. 

Costs:

  

Incorporation

NIL

Very minimal.

If registered, then cost for registration. May go upto 10000/-

Presently greatly reduced. CG charges- NIL upto 15 Lakhs

Stamp Duty payable to State Governments ranging from 200/- to 10000/-

Very minimal.

Presently greatly reduced. CG charges- NIL upto 15 Lakhs

Stamp Duty payable to State Governments ranging from 200/- to 10000/-

Recurring

Trade license

Trade License

Tax Audit depending on Turnover

Filing of Forms

Auditor Fees

ITR filing fees

Other business registrations

Filing of Forms

Auditor Fees- if Turnover exceeds 40 Lakhs

ITR filing fees

Filing of Forms

Auditor Fees

ITR filing fees

Other business registrations

Taxation

Depends on personal tax slabs

Taxed at 30%. Remuneration

paid to partners can be

claimed as deduction,

restricted to the limits

speci‑ed (under the IT Act).

MAT does not apply.

No general advantages

(industry specific advantages are available). Tax to be paid at flat rate of 30% on profits, Dividend taxable in hand of receiver.

Minimum

Alternate Tax (MAT) applicable

No general advantages

(industry specific advantages are available). Tax to be paid at flat rate of 30% on profits. MAT is applicable.

Taxes on Income The following rates are applicable to the domestic companies for AY 2020-21 based on their turnover (excluding cess & surcharge): 

 

Sections

Tax rate

Surcharge

Section 115BA (Applicable Manufacturing Domestic Companies

25%

7%/12%*

Section 115BAA (applicable domestic companies)

22%

10%

Section 115BAB (manufacturing)

15%

10%

Any other case

30%

7%/12%*

Dividend taxable in hand of receiver. Minimum

Alternate Tax (MAT) applicable

Going Concern

Not survive if proprietor departs

Departure of any partner brings it to an end

Nominee is mandatory to be appointed. It will continue

It will continue even if a partner departs

It will continue as it has perpetual succession.

Eligibility Criteria for Registration of One Person Company (OPC)

The following points are the government mandated eligibility criteria for registering your venture as an OPC: 

  • The OPC can have one shareholder and one Nominee
  • The OPC can have more than one Director.

 

(1) Only a natural person who is an Indian citizen whether resident in India or otherwise

(a) shall be eligible to incorporate a One Person Company;

(b) shall be a nominee for the sole member of a One Person Company.

Contd…

 

Contd…

(2) A natural person shall not be a member of more than a One Person Company at any point of time and the said person shall not be a nominee of more than a One Person Company. Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria within a period of one hundred and eighty days.

 

(4) No minor shall become a member or nominee of the One Person Company or can hold share with beneficial interest.

 

(5) an OPC cannot be incorporated or converted into a company under section 8 of the Act.

 

(6) an OPC cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates.

 

Nominee 

The person nominated by the subscriber or member of a One Person Company can withdraw his consent by giving a notice in writing to such the sole Member and to the One Person Company:

 

The sole member will have to nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal by the existing nominee and will intimate the OPC of this new nomination (in writing) to the Company, along with the written consent of such other person so nominated in the specified format (Form No.INC.3)

 

The subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in the specified format (Form No.INC.3)

 

The OPC (within 30 days of receipt of the notice of withdrawal of consent) file with the ROC, a notice of withdrawal of consent or change in Nominee and the intimation of the name of another person nominated by the sole member in the specified format (Form No INC.4) along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and the written consent of such another person so nominated in the specified format (Form No.INC.3)

 

If Sole Member ceases to be the Member

If the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in the specified format (Form No INC.4) along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 within thirty days of the change in membership and with the prior written consent of the person so nominated in the specified format (Form No.INC.3)

 

Exemptions allowed for OPC:

  • Signing on annual returns.
  • Hold Annual General Meetings and Board Meetings.
  • Signing on Financial Statements.
  • Option to dispense with the requirement of holding an AGM.
  • Power of Tribunal to call meetings of members.
  • Calling an extraordinary General meeting.
  • Notice of meeting.
  • Statement to be annexed to notice.
  • Quorum for meetings.
  • Chairman of meetings.
  • Proxies.
  • Restriction on voting rights.
  • Voting by show of hands.
  • Voting electronic means.
  • Demand for the poll.
  • Postal ballot.
  • Circulation of the members’ resolution.

 

Memorandum and Articles of Association

Once the name is approved by the MCA (Ministry of Corporate Affairs), the next step is to draft a “Memorandum of Association” (MOA) and the “Articles of Association” (AOA). Both the MOA and AOA will be filed with the MCA in SPICE Forms

 

Memorandum of Association 

Memorandum of Association (MOA) represents the charter of any company in India. Being a legal document which is prepared while the incorporation and registration of a company, it defines the precise relationship with shareholders and the main objectives of the Company along with other objectives for which the company has been formed. A company can undertake only those activities as mentioned in the object clause of in the Memorandum of Association. 

 

MOA lists the 5 major clauses of the Company and is known by the acronym NALCO. Though the order of displaying the same is different in the MoA

 

N - Name Clause (Clause I)

A - Address Clause (State in which Registered Office will be situated) (Clause II)

L - Liability Clause (Clause IV)

C - Capital Clause (includes Subscription clause) Clause V)

O - Object Clause (divided into main object and ancillary objects clauses) (Clause III)

 

Articles of Association

Articles of Association ( AOA ) specifies the regulations on which the company will be managed. It not only lay down the duties, rights and powers of management that will manage the company. It may be considered as a subsidiary to the Memorandum of Association (MOA). AOA articulates the guidelines that should be followed to achieve the objectives of the company laid down in the object clause. The objective of AoA is to bring clarity in the daily functioning/ working of the Company and how the company will interact with its various stakeholders. It primarily contains information related to share capital, transfer of shares, voting rights of the shareholders, the appointment of directors, accounts, audit of the company etc.

Name Reservation

It is important to be very careful while applying for reservation of name of a Company,as  there can be rejection of name approval application in the following cases:

a) Proposed Name exactly identical/resembled/phonetically to the name of an existing Company/LLP.

b) Proposed Name includes words which are registered under Trademark Act with a specific class(es)

c) Wrong Class/Category/SubCategory of the Proposed Company is mentioned in web form.

d) Industrial Activity Code of NIC is not found in consonance with the attached objects of the Company in SPICe+ PART A

e) Proposed Name is found Descriptive i.e. it contains commonly used words (proper pre- fix or suffix not used in name)

f) No significance about Abbreviations used in proposed name.

g) Proposed Name indicates words Finance/Investment/Capital/ Holding/ Insurance etc. whereas the proposed objects of the Company do not indicate such activities.

h) Objects mentioned in the form are vague and the TM cannot be ascertained. (E.g. manufacturing / development / producing of all types of goods etc.)

i) Name contain words viz Board, National, Commission etc as given in Rule 8B of the Companies (Incorporation) Rules, 2014 for which previous approval of the Central Government is required.

j) Application made with Restricted and Undesirable names (System may not allow filing of such applications).

k) Proposed name closely resembles the popular or abbreviated description of an existing company or limited liability as per rule 8A(1)(h) of Companies (Incorporation) Fifth Amendment Rules, 2019.

l) Previous approval of the Central Government has not been obtained and attached with application Where any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Government, or any local authority, corporation or body constituted by the any Government.

m) If the proposed name contains the name a foreign country/city/town etc. then the applicant has to attach any proof of significance of business relations with such foreign country like MOU with a company of such country. In case proposed name includes name of India and a foreign country (eg. India Japan or Japan India) in such cases name shall be allowed if there is Government to government participation or patronage and no company shall be incorporated using the name of the enemy country.(pl refer Rule 8A(1)(t).

 

How to apply for Company Name Reservation and pertinent information

2 names can be applied for in Form Spice Part A along with applicable industry/business activity. Select the NIC activity (2 digit) as applicable to the Company under incorporation. The meaning of the name has to be given. If name in regional language or any other language, then complete explanation for the name required. It has to be checked that the desired name does not trigger any name under the trademark check or with an existing company name.

 

Sometimes, clarifications are required to be given against specific queries raised by the MCA. If the name is not approved in the first instance, then it can be resubmitted only one more time with more names. 

 

Initially, the name approval is given for only 20 days. Thereafter on payment of fees, it can be extended for a further period of 20 -60 days. 

 

Class/Category/SubCategory of a Company

Industrial Activity Code of NIC

Rule 8B of the Companies (Incorporation) Rules, 2014

 

Steps after Company formation

Step 1: Hold First Board Meeting (Click here to know about- Agenda: Items of business to be covered in the First Board Meeting of any Company)

Step 2: Appoint Auditors, print Share Certificates and other compliances

Step 3: Affixation of name plate and printing of proper stationery

Step 4: Transfer subscription amount to bank account

Step 5: Prepare Declaration and file for Certificate of Commencement of Business

Step 6: Approval for Commencement of Business

 

Documents required

 

Documents required for DIN- Indian Director

(All documents in Pdf scanned. Image file in jpeg format)

(All documents to be Self Attested and signed on each page) 

 

1. Passport size photograph 

2. List of interest in other Company(ies), LLP(s), Partnership(s), Sole Proprietorship(s) giving Name of entity, registration No., Designation, etc.

3. Proof Of Identity (any one) (Name that matches with PAN)

Voter's Identity Card or

Passport or

Driving License

4. Residential Proof (any one)(Name that matches with PAN)

Bank statement or

Electricity Bill or

Telephone Bill or

Mobile Bill

(Should be in name of individual director) (Should not be older than 2 months)

 

Documents required for DIN- NRI Director

1. Passport size photograph 

2. Verified and attested copy of Passport if the Director has passport

3. List of interest in other Company(ies), LLP(s), Partnership(s), Sole Proprietorship(s) giving Name of entity, registration No., Designation, etc.

4. Residential address proof for permanent address : (any one)(should be in the name of applicant only)

Passport

Election (voter identity) card

Ration card

Driving License

Electricity bill

Telephone bill

Aadhaar

5. Residential address proof for present residential address: (any one)(should be in the name of applicant only)

Passport

Election (voter identity) card

Ration card

Driving License

Electricity bill

Telephone bill 

Aadhaar

 

Documents required for Individual Subscriber

Mandatory:

PAN Card 

Aadhaar Card

Passport photo

Declaration from the foreign subscriber(s) in respect of not having PAN

 

Any one of the following:

Passport

Voter Id

Driving License

 

Any one of the following:

Bank Statement

Electricity Bill

Telephone Bill

Mobile Bill


 

For Registered Office premises

 

Mandatory- any one

Rent agreement

Lease Agreement

Ownership deed


 

Mandatory

NOC from Landlord

 

Mandatory- Any one utility bill in name of owner (not older than 2 months)

Electricity Bill

Telephone Bill

Water Bill

Municipal Charges bill