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Guide for One Person Company Registration

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Guide for One Person Company Registration

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Guide for One Person Company Registration

  1. 1. Guide for One Person Company Registration © CompaniesInn Solutions Private Limited Company Registration Number (CIN):U74140KA2015PTC079385 Registered Office: #48, 100Ft Road, Opp to Kendriya Sadan, Koramangala, Bangalore – 560034 Phone: +91 80 3025 5900 Email: info@companiesinn.com Website: www.compaiesinn.com Offices Locations @ Bangalore Chennai Delhi Mumbai +91 96633 29656 +91 76677 91144 +91 88005 09988 +91 98330 02339
  2. 2. Guide for One Person Company (OPC) Registration © www.companiesinn.com 2 Table of Contents 11 OOnnee PPeerrssoonn CCoommppaannyy ((OOPPCC)) ......................................................................................................................................................44 22 WWhhoo ccaann rreeggiisstteerr aa OOnnee PPeerrssoonn CCoommppaannyy?? ......................................................................................................44 2.1 Shareholder in One Person Company.........................................................................4 2.2 Directors of One Person Company..............................................................................4 2.3 Who are NOT eligible to become a member or Nominee in OPC?.........................4 33 NNoommiinnaattiioonn iinn OOnnee PPeerrssoonn CCoommppaannyy ........................................................................................................................55 3.1 Nomination .....................................................................................................................5 3.2 Withdrawal of Nomination by Nominee....................................................................5 3.3 Withdrawal of Nomination by Member .....................................................................5 44 RReessppoonnssiibbiilliittiieess ooff NNoommiinneeee..........................................................................................................................................................55 55 RReessttrriiccttiioonnss ooff OOPPCC........................................................................................................................................................................................55 66 RReeqquuiirreemmeennttss ffoorr OOPPCC RReeggiissttrraattiioonn................................................................................................................................66 6.1 Members, Directors and Capital ..................................................................................6 6.2 Digital Signature Certificate (DSC)..............................................................................6 6.3 Director Identification Number (DIN) ........................................................................7 6.4 Company Name..............................................................................................................7 6.5 Company Objects ...........................................................................................................8 6.6 Registered Office ............................................................................................................8 77 DDooccuummeennttss && DDeettaaiillss RReeqquuiirreedd ffoorr RReeggiissttrraattiioonn ....................................................................................88 7.1 Shareholder, Proposed Director(s) & Nominee Shareholder...................................8 7.2 Registered Office Address ............................................................................................9 7.2.1 At the Time of Incorporation ..........................................................................................................9 7.2.2 After Incorporation ..........................................................................................................................9 88 CCoommppaannyy IInnccoorrppoorraattiioonn && PPoosstt IInnccoorrppoorraattiioonn PPrroocceessss..............................................................99 8.1 Company Incorporation Process..................................................................................9 8.1.1 Digital Signature Certificate (DSC) ................................................................................................9 8.1.2 Director Identification Number (DIN).........................................................................................10
  3. 3. Guide for One Person Company (OPC) Registration © www.companiesinn.com 3 8.1.3 Company Name Application........................................................................................................10 8.1.4 Execution of Company Incorporation Documents ....................................................................10 8.1.5 Submission of Incorporation Documents to ROC......................................................................11 8.1.6 Certificate of Incorporation from ROC........................................................................................11 8.2 Post Incorporation Process..........................................................................................11 8.2.1 Verification of Registered Office Address...................................................................................11 99 TTiimmeelliinnee ffoorr CCoommppaannyy IInnccoorrppoorraattiioonn PPrroocceessss ((AApppprrooxx..))....................................................1111 1100 OOtthheerr MMaatttteerrss rreellaattiinngg ttoo OOPPCC..............................................................................................................................................1122 10.1 Conversion of OPC to Private or Public company..................................................12 10.1.1 Conversion to Private or Public company ..................................................................................12 10.1.2 Automatic Conversion OPC to a public company or a private company ..............................12 10.2 Transfer of Shares in OPC...........................................................................................12 1111 CCoommppaannyy RReeggiissttrraattiioonn FFAAQQ......................................................................................................................................................1122 www.companiesinn.com
  4. 4. Guide for One Person Company (OPC) Registration © www.companiesinn.com 4 1 One Person Company (OPC) One Person Company or OPC means a company which has only one person as a member. OPC has all benefits of a private limited company such as protecting personal assets from business liability, separate legal entity and perpetual succession. An OPC is classified as a private company under Companies Act. One Person Company (OPC) is a Company registered with ONLY ONE PERSON as its shareholder. 2 Who can register a One Person Company? Only an individual who is an Indian Citizen and Resident in India can incorporate a One Person Company.  An individual can register only 1 (one) such One Person Company.  The term "Resident in India" means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one calendar year. 2.1 Shareholder in One Person Company Only a Natural Person Residing in India and Citizen of India can become member of One Person Company. An OPC can have ONLY ONE SHAREHOLER at any time. 2.2 Directors of One Person Company OPC should have at least one Director. In case the articles of the company doesn’t state otherwise, the Subscriber / Sole shareholder shall be deemed to be its first director until another is appointed by the member. 2.3 Who are NOT eligible to become a member or Nominee in OPC? The following persons cannot become a shareholder of an OPC. a) Minor – A minor cannot even hold beneficial interest in OPC b) Non-Indian Nationals c) Overseas Citizen of India d) Non Resident Indian e) Company / LLP / A Body Corporate
  5. 5. Guide for One Person Company (OPC) Registration © www.companiesinn.com 5 3 Nomination in One Person Company Member of an OPC has to nominate another person to become the member of the company in the event of the Member's death or his incapacity to contract. Only an individual who is an Indian citizen and resident in India can become nominee for the sole member of a One Person Company. 3.1 Nomination At the time of incorporation of OPC, the subscriber to the memorandum of a One Person Company shall nominate another person in the Memorandum of Association with his/her prior written consent to become the member of the company in the event of the subscriber’s death or his incapacity to contract. 3.2 Withdrawal of Nomination by Nominee The nominee may withdraw his/her consent at any time by giving a notice in writing to such sole member and to the One Person Company and the sole member shall nominate another person as nominee within fifteen days of receipt of the notice of withdrawal and shall intimate such nomination in writing to the Company, along with the written consent of other person so nominated. 3.3 Withdrawal of Nomination by Member The member of One Person Company may at any time change the name of nominee by giving notice and it shall be the duty of the member of One Person Company to intimate the company about the name of the other person nominated by him and the company shall also intimate the Registrar about such changes. 4 Responsibilities of Nominee When the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company. The new member shall nominate a person as his / her nominee within fifteen days of becoming member and the company shall file with the Registrar an intimation of such cessation and nomination within thirty days of the change in membership. 5 Restrictions of OPC An OPC is subject to the following restrictions:
  6. 6. Guide for One Person Company (OPC) Registration © www.companiesinn.com 6 a) An OPC can have ONLY ONE SHAREHOLER at any time. b) OPC cannot add any more shareholders as investors. c) Cannot carry out Non-Banking Financial Investment activities d) Cannot invest in securities of body corporate ie. The OPC cannot become a member in any other company or LLP. e) No minor can become member or nominee or can hold share with beneficial interest of the One Person Company f) One Person Company cannot be incorporated or converted into a company under Section 8 of the Act. (Not for Profit Company) g) The maximum paid up capital can be Rs.50 Lakhs (Fifty Lakhs) only h) Average annual turnover should not exceed Rs.2 Crores. i) Cannot be converted into any other kind of company within 2 years of registration unless the paid up capital is increased beyond Rs.50 Lakhs or turn over exceeds Rs.2 Crores. 6 Requirements for OPC Registration 6.1 Members, Directors and Capital A One Person Company has the following requirements / restrictions: Criteria Minimum Maximum Share Capital No Requirements INR 50 Lakhs (When the Company Crosses this limit, it automatically gets converted to a Private Company) No of Shareholders 1 1 No of Directors 1 15 Turnover INR 2 Crores (When the Company Crosses this limit, it automatically gets converted to a Private Company) 6.2 Digital Signature Certificate (DSC) Digital Signature Certificate (DSC) is a legally recognized method of signing documents electronically. A digital signature is a type of asymmetric cryptography used to simulate the security properties of a handwritten signature on paper. Digital signature schemes normally give two algorithms, one for signing that involves the user's secret or private key, and one for verifying signatures that involves the user's public key. The output of the signature process is called digital signature. Documents are submitted to ROC online through www.mca.gov.in. These forms need to be authenticated by signing with a Digital Signature Certificate issued by the Certifying Authority in India.
  7. 7. Guide for One Person Company (OPC) Registration © www.companiesinn.com 7 Every Directors of the Company must have a Digital Signature Certificate for making application to obtaining the Director Identification Number (DIN) allotted by the Ministry of Corporate Affairs (MCA). 6.3 Director Identification Number (DIN) Directors Identification Number (DIN) is an identification number issued by the Ministry of Corporate Affairs, Government of India, to Directors of a Company or Designated Partners of an LLP. Every Director of the proposed Company should have a Director Identification Number (DIN) allotted by the Ministry of Corporate Affairs (MCA). 6.4 Company Name 'Company Name' is the name by which a registered Company is being identified. Generally, name of the Company depicts its Trade Name or Brand Name along with its main activities. In the case of a One Person Company, the name shall end with words "(OPC) Private Limited". Company Name has three parts. 'The Name', 'Activity' and words '(OPC) Private Limited’. For Example 'CompaniesInn Solutions (OPC)Private Limited'. Here, 'CompaniesInn' stands as unique name, Solutions refers to activities and '(OPC) Private Limited' refers to the mandatory requirement of last words for describing the structure of the Company. Company Name approval and allotment process in India is administered by the Ministry of Corporate Affairs (MCA) as per the Company Name Availability Guidelines issued under Companies Act 2013. The Company Name SHOULD  Be unique  Contain a noun and an activity word that reflects its objectives  Be in line with Company Name Guidelines issued by Ministry of Corporate Affairs. The Company Name SHOULD NOT  Be same, similar, identical or resembling to the name of an existing Company or LLP registered. Phonetically similar names also to be avoided.  Be similar of a registered trade mark or a trade mark for which an application has already been filed  Be Offensive
  8. 8. Guide for One Person Company (OPC) Registration © www.companiesinn.com 8 6.5 Company Objects Company Objects refers to the proposed business activities of the Company. Company can have any legal business activities that are legal. It is advisable to identify the main objects of the company in a particular line of business. The name of the company must be in line with the main objects of the company. The objects are described under a Clause in Memorandum of Association of the Company. 6.6 Registered Office The Company should have Registered Office as official correspondence address for all official communications of the company. This need not necessarily be a commercial space. At the Time of Incorporation, a temporary address can be provided as Company’s Registered Office Address. It could be any address including address of any of the Directors. 7 Documents & Details Required for Registration 7.1 Shareholder, Proposed Director(s) & Nominee Shareholder The Member of OPC and proposed Directors and Nomine Shareholder have to produce the following documents duly attested / certified as Identity / Address Proof in relation to obtaining Digital Signature, Director Identification and for filing the Incorporation Documents. Category Document Required Identity Proof Permanent Account Number (PAN) Card (Mandatory for Indian Nationals) Additional Identity Proof (Any one of the Document) a) Passport b) Driving License c) Aadhaar Card d) Voter Identity Card Address Proof (Any one of the Document / Not older than 2 months) a) Telephone Bill b) Electricity Bill c) Bank Statement d) Mobile Bill Important Notes - Document Requirements a. All the Copies of documents must be Self Attested by the applicant b. Telephone Bill / Mobile Bill/Electricity Bill / Bank Account Statement must be in the name of applicant and should not be older than 2 months.
  9. 9. Guide for One Person Company (OPC) Registration © www.companiesinn.com 9 c. In case of documents that are in languages other than English, it should be translated to English with the help of a professional translator, carrying his details (name, signature, address, and seal) d. If the proposed director has a valid Director Identification Number (DIN) and if he or she is a proposed shareholder, the address in MCA records and should match with present address proof. 7.2 Registered Office Address 7.2.1 At the Time of Incorporation At the Time of Incorporation, a temporary address can be provided as Company’s Registered Office Address. It could be any address including address of any of the Directors. The address furnished at the time of Incorporation shall be captured on the Certificate of Incorporation. 7.2.2 After Incorporation Within 15 days of Incorporation, a Company should have an office as its Registered Office for receiving and acknowledging all communications and notices addressed to it. Within 30 days of Incorporation, Company has to furnish the Permanent Registered Office Address to the Registrar duly verified with proof of address along with No-Objection Letter from owner of the premises. The following documents are required to file return of verification of registered office with Registrar of Companies within 30 days of Incorporation. Ownership of Registered Office Documents Required If the Registered Office is taken on rent by the Company a) Notarized copy of Rent Agreement b) Copy of Rent paid receipt c) Copy of Electricity Bill or Tax Paid Receipt If the Registered office is owned by any other person a) No-Objection letter from the owner b) Copy of Electricity Bill or Tax Paid Receipt NOTE: In case the address on the Electricity Bill or Tax Paid Receipt is incomplete, an additional address proof with complete address in the name of the owner of the premises shall also be furnished. 8 Company Incorporation & Post Incorporation Process 8.1 Company Incorporation Process 8.1.1 Digital Signature Certificate (DSC) Every proposed Director has to obtain a Digital Signature Certificate (DSC) issued by Certifying Authorities appointed under Information Technology Act 2000. An
  10. 10. Guide for One Person Company (OPC) Registration © www.companiesinn.com 10 application in the prescribed format along with Identity and address documents is required to be submitted to the office of Certifying Authority for issue of DSC. 8.1.2 Director Identification Number (DIN) DIN can be obtained by filing an online application with a copy of identity and address proof using the Digital Signature Certificate (DSC) of applicant and certified by a Company Secretary / Chartered Accountant / Cost Accountant in Practice. 8.1.3 Company Name Application Availability of a Company Name for registration can be verified at www.mca.gov.in. The search results may not guarantee that the searched name will be available for registration as the company name has to be approved by office of ROC. The application for Company Name has to be filed for getting the company name approval from the ROC. It is preferable to submit the application with multiple names in the order of preference. Multiple names can be submitted for approval in one application in the order of preference. If the first applied name is not available, ROC will approve the next name. If you are very particular about a name, it is preferable to apply with that name only and in case that name is not available apply the next preferable name. If there is no Company or LLP registered already with the same or similar names, the proposed shall be approved by the ROC subject to Company Name Availability Guidelines issued under Companies Act 2013. Once approved by the office of ROC, Company Name shall be available for 60 days from the date of application. Company registration documents have to be executed and filed within this time line. 8.1.4 Execution of Company Incorporation Documents Once the company name is approved, the company incorporation documents such as Memorandum of Association (MOA) and Articles of Association (AOA) and related documents have to be executed by the promoters in the prescribed format. MOA and AOA have to be executed by the subscribers by writing their details such as Name, Father's Name, Residential Address, Occupation and the Number of Shares they agree to subscribe in their own handwriting and have to sign the same. The signatures of the subscribers have to be witnessed by a person with his/her Name, Father's Name, Residential Address and Occupation.
  11. 11. Guide for One Person Company (OPC) Registration © www.companiesinn.com 11 8.1.5 Submission of Incorporation Documents to ROC Duly executed MOA and AOA has to be submitted to the office of ROC in the respective state for company registration through online along with Company Registration Fee. Along with MOA and AOA, details of directors are also required to be filed with the ROC. As the documents are filed through online application, originally executed MOA and AOA are not required to be filed with the ROC. The same have to be preserved by the promoters as permanent records. 8.1.6 Certificate of Incorporation from ROC After due verification of MOA, AOA and other details, the ROC will register the company and will issue the Certificate of Incorporation (COI). ROC will also allocate a Corporate Identification Number (CIN) to the company so registered. The Certificate of Incorporation is issued by the ROC in Electronic Format signed with the digital signature certificate. No physical certificate will be issued by the office of ROC. 8.2 Post Incorporation Process 8.2.1 Verification of Registered Office Address From the 15th day of registration, company should have a permanent address as registered office receiving and acknowledging all communications and notices. Within 30 days of registration, the company has to file a return of verification of registered office with proof of registered office address with Registrar of Companies. 9 Timeline for Company Incorporation Process (Approx.) Approximate Timeline for Company Incorporation Process are as follows: *Notes: Process Time Line* Digital Signature Certificate (DSC) Order Date* + 3 Days* Director Identification Number (DIN) Order Date + 4 Days Company Name Application Order Date + 5 Days Company Name Approval Order Date + 15 Days Execution of Company Incorporation Documents Order Date + 16 Days Submission of Incorporation Documents to ROC Order Date + 18 Days Certificate of Incorporation from ROC Order Date + 25 Days Verification of Registered Office Incorporation + 15 Days
  12. 12. Guide for One Person Company (OPC) Registration © www.companiesinn.com 12 a) ‘Timeline’ referred above is only indicative. b) ‘Order Date’ refers to the date when we receive ALL THE REQUIRED DOCUMENTS at CompaniesInn office in Bangalore. c) ‘Day’ refers to a Working Day. d) The attainment of timeline depends on receipt of complete set of required documents from the customer and the speed by which each ROC office processes the applications. e) Generally any document filed with Registrar for Company Name and Company Registration takes 3-10 Working days for processing after filing. There are cases; the process will be completed well ahead of time also. In certain states, it takes more time due to pendency of work at ROC office. In case of any technical or system issues, the days lost due to the contingencies also have to be considered. 10 Other Matters relating to OPC 10.1 Conversion of OPC to Private or Public company 10.1.1 Conversion to Private or Public company A One Person company can get itself converted into a Private or Public company by increasing the minimum number of members and directors to two or minimum of seven members and two or three directors as the case may be, and by maintaining the minimum paid-up capital for Private or Public company and by making due compliance under the Act for conversion. 10.1.2 Automatic Conversion OPC to a public company or a private company A One Person Company shall cease to be entitled to continue as a One Person Company and is required to get convert itself into a public company or a private company in the following cases: i. When the paid up share capital of a One Person Company exceeds INR 50 lakhs. ii. When its average annual turnover exceeds INR 200 Lakhs during the period of immediately preceding three consecutive financial years. 10.2 Transfer of Shares in OPC Shareholding of OPC Member can be transferred to any other individual who is an Indian Citizen and Resident in India. OPC cannot have more than ONE shareholder at any point of time 11 Company Registration FAQ To Read Company Registration FAQ visit www.CompaniesInn.com

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