One Person Company Registration

What is One Person Company?

OPC registration lets you legally set up your One Person Company (OPC) in India. Under the Companies Act, 2013, you can start and run a company as a single owner while utilising limited liability and a separate legal identity.

This means you protect your personal assets if your business faces financial trouble like debts or legal claims. You stay liable only up to the amount you invest in the company, so your savings, house, or car remain secure while you run your business with confidence.

How DigiLawyer Can Help with OPC Registration?

Eligibility or Conditions to Register a Single Person Company

To register a One Person Company (OPC), there are few essential requirements to be met

How To Register Your OPC Online and Offline

DigiLawyer

This is the best choice for people who want hassle free experience and want company registered in time at an affordable rate.

• Enter Your Details: Complete the form with your contact information and a short summary of your requirements.
• Consultation: Our team will reach out to address your queries and understand exactly what you need to begin.
• Share documents: Share the necessary documents securely so we can start the verification.
• Procedure begins: Once your documents are received, we’ll begin your process within 24 hours.

MCA

Registering for a company is essential for legal recognition and compliance. Below is the process that will help you navigate through the registration steps in the official portal.

1. Obtain Digital Signature Certificate (DSC): Secure a DSC for the proposed director to electronically sign documents.

2. Obtain Director Identification Number (DIN): Apply for DIN for the proposed director through the MCA portal if not already obtained.

3. Name Approval: Select a unique company name including the suffix "(OPC) Private Limited. Apply for name approval using SPICe+ (Part A) form on MCA portal.

4. Before applying, you should check company name availability on MCA portal to ensure your preferred name is not already taken.

5. Prepare Documents: Prepare Memorandum of Association (MOA) and Articles of Association (AOA).

• Collect documents like proof of identity and address of director, registered office proof, and nominee consent.
• File Incorporation Application: Submit SPICe+ (Part B) form with all requisite documents, MOA, AOA, declarations, and affidavit on the MCA portal.

6. Verification & Certificate of Incorporation:

• ROC verifies the submitted documents and information.
• Upon approval, the Certificate of Incorporation is issued. PAN and TAN are also assigned automatically.

7. Post-Incorporation Compliance: Open bank accounts, register for GST if applicable, and comply with annual filing and audits.

Offline

This is the most exhausting method as it could take multiple visits to the ROC office.

• Choose a Company Name: Decide on a unique name ensuring it ends with (OPC) Private Limited and verify its availability with the Ministry of Corporate Affairs (MCA).
• Prepare Required Documents: Gather identity proof, address proof, and photographs of the sole director, along with the nominee's consent and nominee's KYC documents.
• Draft Incorporation Documents: Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) with OPC-specific clauses, including the nomination of a nominee member as mandated under the Companies Act, 2013.
• Visit the Registrar's Office: Submit your application and all documents physically at the local Registrar of Companies (ROC) office.
• Pay Registration Fees: Complete the required fee payment at the office or through authorized banks, based on the authorized share capital of the OPC.
• Verification & Approval: Authorities will review your application, MOA, AOA, and nominee for details for compliance with OPC regulations.
• Receive Certificate of Incorporation: Once approved, collect your official Certificate of Incorporation, which will reflect the OPC status of your company.

Documents Required to Register a One Person Company

Identity and address proofs (PAN, Aadhaar, Passport, Voter ID, etc.) of the sole director and shareholder

1. Passport-size photograph
2. Registered office address proof with NOC from owner and rental agreement or sale deed
3. Digital Signature Certificate (DSC) & Director Identification Number (DIN)of the director
4. Memorandum of Association (MOA) and Articles of Association (AOA)
5. Director’s consent (Form DIR-2) and declaration (Form INC-9)
6. Nominee consent form (Form INC-3)
7. A professional declaration certifying full legal compliance.

Advantages and Disadvantages of Incorporating an OPC

Advantages

• Limited Liability- As an OPC owner, your personal assets are protected. Your liability is limited to the company’s debts, ensuring you’re not personally responsible for business liabilities.
• Easy Management: You’re the sole owner and decision-maker, meaning there are no partners or board meetings to manage.
• Credibility & Trust: Registering an OPC increases your business credibility, which can help in gaining clients, partners, and investors.
• Tax Benefits: OPCs enjoy tax advantages over other business structures, making it a great choice for entrepreneurs seeking to maximize profits.
• Separate Legal Entity: The OPC is distinct from its owner, able to own property, sign contracts, and exist independently.
• Complete Control: The sole owner has full control over decisions and management, avoiding conflicts.
• Easy Formation & Lower Compliance: Simple setup with fewer paperwork and compliance requirements compared to other company types.
• No Minimum Capital Requirement: No minimum paid-up capital needed to start an OPC, making it accessible for new entrepreneurs.

Disadvantages

1. Limited access to funding – OPCs may have difficulty raising capital since they can only have one shareholder and are not allowed to issue shares to the public.
2. Higher compliance requirements – OPCs are subject to certain compliance regulations similar to private companies, but with the added burden of being run by a single person.
3. Transferability of ownership – The transfer of ownership is difficult in an OPC. Since there is only one member, if the owner wishes to transfer the business, it must be converted into another type of company, which could involve significant paperwork and costs.
4. Tax implications – OPCs are taxed like a private limited company, and the tax structure may not be favorable compared to sole proprietorships in terms of tax benefits.
5. Limited scope for expansion – If the business grows and requires additional expertise or capital, the one-person structure can hinder expansion because the OPC cannot bring in new members without converting into a private limited company.

Post- registration Compliance for OPC

These are the legal compliances for OPC after the registration

• Maintain proper books of accounts and financial records
• File annual returns with the Registrar of Companies (ROC)
• Submit annual financial statements
• Appoint an auditor and conduct audits
• File income tax returns on time
• Maintain statutory registers and records
• Comply with necessary board resolutions
• Convert into a private limited company if turnover or capital limits are exceeded

Know the Law

A One Person Company (OPC) operates under the Companies Act, 2013 and allows you to start and run a company as a single owner. You act as the sole member, but you must nominate another person who can take over the company in case of death or incapacity.

You get limited liability protection, which means your personal assets generally stay safe from business losses. You only need one director, and you can hold both roles as the member and the director of the company.

OPC also keeps compliance simple. You do not need to hold annual general meetings, and you face fewer regulatory requirements compared to other company types. However, if your business crosses certain financial limits, you must convert your OPC into a private limited company.

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