One Person Company Registration: Everything You Need to Know

The Companies Act, 2013 introduced the new concept of One Person Company (OPC). As the name suggests, an OPC is a company established by a single person. A single individual establishes and manages the company. An OPC has all the features of a company, such as perpetual succession, limited liability and a separate legal entity.

• Shareholders: Only One
• Directors: 1 To 15
• Unique Name
• A Registered Address for the correspondence of the Company.
• Authorized Capital Minimum ₹ 1,00,000/- (Rupees One Lakh Only)

• Passport size colour photo
• NOC from the owner of registered office premises
• PAN Card (Mandatory)
• Documents required
• Proof of Residence of Directors and Shareholder
• Identity Proof of Directors and Shareholder
• Proof of Registered Office Address

• Sole Ownership
• Limited Liability
• Easy Credit Facilities
• Tax Benefits
• Perpetual Existence
• Easy to incorporate

• Compliance Burden
• Limited Business Activities
• Sole Decision Making
• Suitable for only small business

Mandatory Compliance Requirement for OPC

1. Director KYC

   Directors having DIN or Director Identification Number with active status are required to file DIR-3 KYC yearly on or before 30th September every year

2. Board Meeting

   At least one Board Meeting in each half of the calendar year and the time gap between the two Board Meetings should not be less than 90 days

3. Annual Meeting

   OPC has only one member; it is exempted from holding an AGM. However, in case Company wants to conduct an AGM voluntarily, then required to conduct the same before the due date of return i.e. 27th September

4. General Directors Disclosure

   File Form MBP-1 to disclose their interest in other entities or companies annually on the 1st Board Meeting of every year.

5. Form DIR-8

   Filed by every Director during their appointment.

6. Filing of statements financial

   File Form AOC-4 within 180 days from the end of Financial Year.
   Filing of financial statements

7. Annual Return

   File MGT-7A it is required to be filed within 60 days from the date of AGM or in case no AGM is held, the due date of AGM.

8. MSME Form 1

   Every company is required to file the MSME Form I as half yearly return by 31st October.

9. Form DPT-3

   On or before 30th June every financial year.

FAQs

• What is a one-person company?

  One Person Company means a company which has only one person as a member. (Section 2(62) of the Companies Act, 2013)

  Section 3 of the Act indicates that OPC is also a private limited company meaning all the characteristics of a private limited company shall apply to a OPC too.

• Who is eligible to become a member of an OPC?

  A natural person who is an Indian citizen whether resident in India or otherwise shall be eligible to incorporate a One Person Company.

• Is it mandatory for a member of a OPC to appoint a nominee?

  Yes, it is mandatory for a member of a OPC to appoint a nominee.

• Can a person act as a member of more than one OPC at the same time?

  No, a person cannot act as a member of more than one OPC at any point of time.

  Further, a person can also not act as a nominee of more than one OPC

• Can an NRI Register a One Person Company in India? If Yes, then what are the conditions for the same?

  No, no other persons than an Indian citizen or a Resident in India, can register a one person company anywhere in India. This means, a non-resident Indian (NRI), or a foreign national, cannot set up an OPC in India.

• Can a minor become a member or nominee of an OPC?

  A minor cannot become the member or nominee of an OPC or can hold shares of a OPC with beneficial interest.

• What is the threshold limit at which an OPC mandatorily gets converted to a public company or private company?

  There is no threshold limit for conversion of an OPC to a public limited or a private limited company.

  Provisions relating to minimum paid up capital that warranted compulsory conversion of a OPC has been removed in the Companies (Incorporation) Second Amendment Rules, 2021

• What are the restrictions of an OPC?

  OPC cannot carry out Non-Banking Financial activities including investment in securities of any body-corporate.

• Is it mandatory for a OPC to hold an AGM?

  It is not mandatory for a OPC to hold an annual general meeting.

• When it is not mandatory for a OPC to have AGM, what is the due date for filing MGT 7A?

  If AGM is not held, the due date to file Form MGT 7A is 60 days from the calculated due date of AGM.

  Calculated due date of AGM = completion of 6 months from the end of the financial year.

• Who is required to verify the annual return of an OPC?

  Annual Return of an OPC shall be signed by the Company Secretary or where there is no Company Secretary by the director of a company.

• Annual compliance of a OPC

  • An OPC is required to hold at least one Board meeting in each half of the calendar year and the time gap between the two Board meetings shall not exceed 90 days.
  • E form AOC -4 to be filed with ROC within 180 days from the close of the financial year. (AOC 4 is an annual financial report containing balance sheet, P&L, auditor's report)
  • Form MGT 7A to be filed with ROC within 60 days from the date of the AGM. (MGT 7A is an annual return that contains details of directors and shareholders).
  • Income Tax return within 31st October of the following financial year.
  • Tax audit report in Form 3CA-3CD if the turnover crosses the prescribed limit as given in the Income Tax Act, 1961 on or before 30th September of the following financial year.

• Is FDI allowed for OPC in India?

  Shares in OPC are held by a single individual that is a natural person, rather than by any legal body. As a result, FDI in an OPC is not allowed. Non-resident Indians who are citizens of India, on the other hand, may incorporate an entity.

• Is there any tax advantage on forming an OPC?

  There is no specific tax advantage to an OPC over any other form of company. The tax rate is flat 30%, other tax provisions like MAT & Dividend Distribution Tax (DDT) apply as they apply to any other form of company.

This article is an inclusive write up and is not exhaustive. This article, if circulated, will be only for general information purpose and under any circumstances, the contents of this article should not be construed as legal advice. The authors are not to be responsible for the correctness, completeness or quality of the information provided in this article.

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