MANDATORY REQUIREMENTS OF AN OPC :
An OPC (One Person Company) is a type of business structure that allows a single individual to own and operate a company with limited liability. In many jurisdictions, including India, OPCs are governed by specific regulations. The mandatory requirements for an OPC typically vary by country, but here are some general aspects that are commonly required:
COMPLIANCE OF OPC
- Single Shareholder:
An OPC must have only one individual as its shareholder and member. The sole member can also be the director of the company.
- Director:
The OPC must have a minimum of one director, who can also be the sole shareholder. However, the maximum number of directors is usually specified by the regulatory authority.
- Nominee Director:
In some jurisdictions, an OPC is required to appoint a nominee director. The nominee director is someone who can take over the management of the OPC in case the sole member/director becomes incapacitated or dies.
- Name of the Company:
The name of the OPC should be unique and comply with the naming conventions specified by the regulatory authority. It should not be identical or similar to existing registered companies.
- Registered Office:
An OPC must have a registered office address. This address is used for official communication and is where statutory records and documents are maintained.
- No Minimum Capital Requirement:
In many jurisdictions, there is no minimum capital requirement for OPCs. The company can be formed with any amount of capital as agreed upon by the sole member.
- Compliance with Regulatory Filings:
OPCs are required to comply with various regulatory filings, such as annual returns, financial statements, and other documents, as per the regulations of the respective jurisdiction.
- Taxation and PAN:
The OPC must obtain a PAN (Permanent Account Number) and comply with the tax regulations applicable in the jurisdiction.
- Conversion to Private Limited Company:
Some jurisdictions may have provisions for the conversion of an OPC to a private limited company if it exceeds a certain turnover or if the sole member desires to convert.
Meeting to be conducted:
OPC has an exemption in case of Annual General Meeting but it has to hold minimum
Two board meeting one in each half of the calendar year with a gap of 90 days between two meetings.
Appointment of auditor:
OPC has to appoint an auditor within 30 days from the date of incorporation of the company
REGISTRATION OF OPC
Registering a One Person Company (OPC) involves a sequence of steps and adherence to specific legal requirements.
- Obtain Digital Signature Certificate (DSC):
The first step is to acquire a Digital Signature Certificate for the sole director of the OPC. This is necessary for digitally signing the documents required for registration.
- Director Identification Number (DIN):
The next step is to obtain the Director Identification Number (DIN) for the director. This unique number is required for anyone who wants to be a director in an Indian company.
- Name Approval:
You need to decide on a unique name for your OPC and apply for its approval. In India, this is done through the RUN (Reserve Unique Name) service on the Ministry of Corporate Affairs (MCA) portal. The name should end with “OPC Private Limited” as per the guidelines.
- Prepare Necessary Documents:
Various documents are required for registration, such as:
Consent of the nominee in a prescribed format.
Proof of registered office (lease agreement/ownership documents).
Identity and address proof of the member and nominee.
Memorandum of Association (MoA) and Articles of Association (AoA).
- Filing of Forms with ROC:
Once the name is approved, you need to file incorporation forms with the Registrar of Companies (ROC) along with the above-mentioned documents. In India, this is typically done through the SPICe+ form on the MCA portal.
- Payment of Fees:
After filling out the forms, you need to pay the requisite government fees for the registration of the OPC.
- Issue of Certificate of Incorporation:
Once the ROC is satisfied with the application and documents, they will issue a Certificate of Incorporation. This certificate is proof that the company has been legally constituted and includes the Company Identification Number (CIN).
- Obtain PAN and TAN:
Post incorporation, the OPC will need to apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).
- Opening a Bank Account:
With the Certificate of Incorporation, PAN, and other relevant documents, the OPC can open a bank account in the name of the company to carry out business transactions.
- Other Registrations:
Depending on the nature and requirement of the business, other registrations like GST, Professional Tax, etc., may be necessary.
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