One Person Company Registration is a fresh concept introduced in the Companies Act, 2013. In
previous company law, a single company could not incorporate a company. If an individual wants to
set up a business, then it could be a sole proprietorship. As per the Companies Act, 2013 a company
can be formed with just one director and one member.
In comparison, a public or a private company should have at least two directors and two members.
This corporation has very few compliance requirements in comparison to other corporate structures.
Procedure Of One Person Company Registration
One Person Company is a combination of sole-proprietorship and corporate forms of business. The
following are steps discussed as follows:
Step 1: Application for Digital Signature Certificate also known as DSC
The first step is to apply for the DSC of the proposed director which requires the
- Address proof of the proposed director
- Aadhar card of the proposed director
- PAN card of the proposed director
- Photo of the proposed director
- Email ID of the proposed director
- Phone number of the proposed director
The first subscribers and directors need to obtain DSC from a certified authority. It
is a completely online process that can be completed within 24 hours. For, one person company
registration process the applicant must obtain the DSC which involves three verifications i.e.,
document, video and phone verification.
Step 2: Apply for a Director Identification Number (DIN)
Once the DSC is made, the next step is to get the DIN of the proposed director in
SPICe+ Form along with the identity and address proof of the director. The DIN is obtained through
filing Form DIR-3 which is available for present companies. The applicant does not need to file
DIR-3 separately. Now the DIN can also be applied under the Incorporation form SPICe+ for up to 3
directors at a time.
Step 3: Application for Name Approval
After applying for DSC and DIN, the third step of one person company registration is
to choose the name of the company. The name is supposed to end in the form of (OPC) Private Limited.
The name is approved in the Form SPICe+ 32 application. In case the name is rejected, another name
can be submitted by applying another Form SPICe+ application. After the name is approved by the MCA
website, move on to the next step.
Step 4: Draft MOA and AOA
The MOA is the constitution, powers and objects of the company and AOA is the internal
rules and regulations relating to the management of the company. These are required to be submitted
as documents during company incorporation.
Step 5: Filing of SPICe+ Form INC-32
After the name approval and MOA and AOA drafting is done. The next step of one person
company registration is to submit the details which are required to file Form SPICe+. It is also
known as simplified proforma for incorporating a company electronically on the MCA portal. The
details are as follows:
- Details of the company
- Details of the member and subscribers
- Application for Director identification number (DIN)
- Application for PAN and TAN
- Declaration by director and subscribers
- Declaration and certification by professional
All the documents will be attached to the SPICe+ form, SPICe+ AOA and SPICe+ MOA with the Digital
signature certificate of a professional and the director. The form is uploaded on the official website
of MCA for approval. There is no need to file a separate application for getting TAN and PAN numbers.
Step 6: Issuance of The Incorporation Certificate
After verification of all the forms and documents, the Registrar of Companies (ROC)
will issue a Certificate of Incorporation for starting a business.
Expertise in Private Limited
Expertise in Private Limited
One Person Company Registration Documents
The following are required documents for OPC registration are listed below:
1. Documents required from director/ shareholder/ nominee:
- PAN card
- Aadhar card or Passport or Driving license or voter identity card
- Telephone bill/ mobile bill
- Electricity bill/ Water bill
- Bank statement/ passbook with the list of the latest transaction
- (Anyone document not older than two months)
2. Documents to be signed by the directors
- Consent taken by the director in Form DIR-2
- Details for DIN
- Declaration of DIN (if DIN is already allotted)
3. Documents to be signed by shareholders:
- Application for Digital signature certificate
- Affidavit by subscribers and director in Form INC-9
4. Documents to be signed by the nominee shareholder:
- Details of nominee shareholder
- Consent was taken for the nomination of a shareholders in Form INC-3
5. Documents from Company/ LLP, if any:
- Board Resolution
- Authorization for the execution of documents from the company.
Compliances Required by a One Person Company Registration Online
The following are the compliances that must be followed by OPC are:
Every OPC is required to get their GST registration within 30 days of company
incorporation in India under the Goods and services tax Act. GST registration is needed when
the turnover is more than Rs. 40 lakhs or Rs. 20 lakhs in special category cases.
When an OPC gets registered under GST, it becomes mandatory to file GST
returns for a private limited company. The filing of returns is compulsory for all
registered taxpayers including companies. GST returns can be filled monthly, quarterly or
yearly depending upon the types of GST returns.
Maintenance of Accounts
For one person company registration, a person shall maintain proper books of
accounts which shall represent a true and fair view of the affairs of the company.
Every one person company must have its book of accounts audited each financial
year. The Board of directors (BOD) is required by company law to appoint an Auditor within a
period of 30 days of the formation of the company.
ROC Annual Filing
An OPC is mandatorily required to file 3 forms every year. The filing has to
be done regarding the submission of documents of financial statements i.e., balance sheet,
Profit and loss account in Form AOC-4 and annual return in Form MGT-7.
Exemptions Available for One Person Company Registration
The following are the various exemptions that are availed by OPC registration:
An OPC needs only one director to run the business. It is a relaxation
available only to OPC since every other type of company requires a minimum number of two
Holding of Annual General Meeting:
There is an exemption from holding the annual general meeting of the company.
There is only one director for an OPC and compliance with the provisions of conducting the
board meetings. The business can be transacted only through general meetings of the company
using an ordinary or special resolution for a One person company registration.
Holding of the Board Meeting:
There is no requirement to hold 4 board meetings. An OPC can hold only 2 board
meetings if such a company has more than one director. Each meeting is to be held in each
half of the calendar year with a minimum gap of 90 days between the two meetings.
Filing of Annual Returns:
The annual return of the company has to be signed by the director and the
company secretary. An OPC is exempted from the requirement to appoint a company secretary.
Therefore, it is required to be signed by the director alone.
The Signing of Financial Statements:
In one person company registration, the financial statement and board’s report
can be signed by one director.
Cash Flow Statement:
An OPC does not need to include a Cash flow statement as part of its financial
Audit Report and Auditors:
An exemption is given to One person company regarding the filing of the Audit
report. OPC does not require the filing of an Audit report on internal financial controls.
Benefits of OPC Registration
The OPC has a separate legal entity from its members. The separate entity of
the OPC provides protection to the single owner who has formed it. The liability of the
member in one person company registration is limited to his/her shares, and he/she is not
personally liable for the loss of the company. Therefore, the creditors can also sue the OPC
in the place of its member or director.
Easy to Obtain Funds
OPC is a private company and it is easy to raise funds through venture
capitalists, angel investors, etc. The financial institutions consider granting loans to a
company in place of a proprietorship firm.
The Companies Act, 2013 provides some exemptions to the OPC related to
compliances. The OPC is not needed to prepare the cash flow statement. The company secretary
is not needed to sign the books of accounts and annual returns and is signed only by the
Easy Incorporation for One Person Company Registration India
A sole owner can form and run the OPC. Thus, it becomes easy to manage its
affairs. The decisions are made by a single person, therefore ease in taking decisions. The
ordinary and special resolutions can be passed by the member by entering into minutes and
signed by him/her.
Non-Resident Indians (NRIs) can Register OPC
This is an amendment in the Union budget 2021-22 that One person companies can
be incorporated by non-resident Indians. A person who is staying in India for at least 120
days immediately preceding the financial year is eligible to register an OPC.
No Minimum Capital Requirement
There is no minimum capital required for one person company registration. For
instance, it can be registered with just Rs. 10,000 as authorized capital.
One Person Company Registration Fees in India
The government has removed the government fees for the incorporation of a company in
India in January 2019. However, the government fees depend on the nominal share capital being
limited to Rs. 10,00,000 Rs. 2,000. However, there will be additional costs like DIN application
fees, stamp duties and form filing fees for OPC incorporation.
There are different kinds of registration like GST registration, and VAT registration.
If an Import Export business is there then IEC registration, For small and medium companies, Udyam
registration is required. Famous one person company examples are Techmeme, Newsblur, Instapaper,
Frequently Asked Questions