A new concept has been introduced in the Company’s Act 2013, about the One Person Company (OPC). In a Private Company, a minimum of 2 Directors and Members are required whereas in a Public Company, a minimum of 3 Directors and a minimum of 7 members. A single person could not incorporate a Company previously.
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But now as per Section 2(62) of the Company’s Act 2013, a company can be formed with just 1 Director and 1 member. It is a form of a company where the compliance requirements are lesser than that of a private company.
Step 1: Apply for DSC *
Step 2: Apply for DIN **
Step 3: Name Approval Application
Step 4: Documents Required
Step 5: Filing Forms with MCA
Step 6: Issue of certificate of Incorporation
* For Name availability under RUN Web service, there is no prior requirement to obtain DSC and DIN . It can be done with account login on MCA portal.
1. Apply for DSC: The first Step is to obtain the Digital Signature Certificate (DSC) of the proposed Director which required the following documents:
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 the option only available 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 SPICe form for up to three directors.
3. Name Approval Application: The next step while incorporating an OPC is to decide on the name of the Company. The name of the Company will be in the form of “ABC (OPC) Private Limited”.
There are 2 options available for getting name approved by making application in Form SPICe 32 or by using RUN Web service of MCA by giving only 1 preferred name along with the significance of keeping that name. However, with effect from March 23, 2018, Ministry has decided to permit two proposed Names and one re-submission (RSUB) while reserving Unique Names (RUN Service) for the Companies.
Once the name is approved by the MCA we move on to the next 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) which 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 person has to be appointed because in case he becomes incapacitated 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 Aadhar Card.
d. Proof of the Registered office of the proposed Company along with the proof of ownership and a NOC from the owner.
e. Affidavit and Consent of the proposed Director of Form INC -9 and DIR – 2 resp.
f. A declaration by the professional certifying that all compliances have been made.
5. Filing of forms with MCA: All these documents will be attached to 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.
After uploading, Form 49A and 49B will be generated for the PAN and TAN generation of the Company which have to be uploaded to MCA after affixing the DSC of the proposed Director.
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.
In case the paid-up share capital of an OPC exceeds fifty lakh rupees or its average annual turnover of immediately preceding three consecutive financial years exceeds two crore rupees, then the OPC has to mandatorily convert itself into a private or public company.
a. Foreign citizen
b. Non Resident
c. Any person incapacitated by contract
b. If the time period has elapsed and two years time period is over, a One Person Company can apply for converting itself to Private Limited Company or Public limited company.
c. The Conversion process should be done as per the rules and regulations laid down by the Companies Act, 2013 under Section 18, and Rule 7(4) of the Companies (Incorporation) Rules, 2014.