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OPC - One Person Company. All your questions now have a answer - Why? How? What?
P K Gupta
Dec 18, 2019
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How to Incorporate OPC (One Person Company)?
Do we need to inform MCA / ROC about change in membership of OPC (ONE PERSON COMPANY)?
Conversion from OPC (ONE PERSON COMPANY) to private limited or Public limited is allowed?
Who is eligible to act as a member of an OPC (ONE PERSON COMPANY)?
A person can be a member in how many OPC (ONE PERSON COMPANY)?
What are the basic mandatory compliance that an OPC (ONE PERSON COMPANY) needs to comply?
1. Apply for DSC: The first Step is to obtain the Digital Signature Certificate (DSC) of the proposed Director .
2. Apply for DIN (Director Identification Number): After getting DSC, now need to DIN of the proposed Director. Now DIN can be applied within SPICe form for up to three directors.
Beyound this point, OPC (ONE PERSON COMPANY) can be incorporated in two ways:
Incorporation through SPICe (With RUN)
First of all name shall be reserved through RUN services. As the name approved through RUN remains valid for 20 days, SPICe forms are required to be filed within 20 days from the date of approval of name. SPICe forms are INC-32 (SPICe form), INC -33 (SPICe – MOA) and INC-34 (SPICe-AOA). Main documents required to be attached with SPICe are DIR-2, INC-9, Utility bill (not older than 2 month) and address proof of proposed address of company (Rent agreement / NOC etc). Along with these forms one more form AGILE is also needed to be attached.
The OPC (ONE PERSON COMPANY) shall also appoint one nominee (form INC -3)to act as member in case of death or incapacity of the only member.
After that company need to file INC-22 with in 30 days of incorporation of company if the correspondence address is different from the registered office.
Incorporation through SPICe (Without filling RUN)
Through this direct process following services can be availed ;
- Name Reservation
- Allotment of DIN (Director Identification number)
- Incorporation of Company
- Allotment of PAN and TAN
in one form by applying for Incorporation of a new company through SPICe form.
SPICe forms are INC-32 (SPICe form), INC -33 (SPICe – MOA) and INC-34 (SPICe-AOA). Main documents required to be attached with SPICe are DIR-2, INC-9, Utility bill (not older than 2 month) and address proof of proposed address of company (Rent agreement / NOC etc). Along with these forms one more form AGILE is also needed to be attached.
The OPC (ONE PERSON COMPANY) shall also appoint one nominee (form INC-3) to act as member in case of death or incapacity of the only member.
In case eMoA, eAoA are not applicable, users are required to attach the pdf attachments of MoA and AoA. There is no need for reserving a name separately before filing SPICe. One name for the proposed company can be applied through SPICe (INC-32).
2 Do we need to inform MCA / ROC about change in membership of OPC (ONE PERSON COMPANY) ? If yes, How to inform RoC about change in membership of OPC (ONE PERSON COMPANY) ?
Yes we need to inform MCA / ROC about change in membership of OPC (ONE PERSON COMPANY) . To Inform company shall file form INC-4 in case of cessation of member of OPC (ONE PERSON COMPANY) on account of death, incapacity to contract or change in ownership.
User needs to provide details of the new member of the OPC (ONE PERSON COMPANY) also in the same form.
3 Conversion from OPC (ONE PERSON COMPANY) to private limited or Public limited is allowed?
Conversion from OPC (ONE PERSON COMPANY) to private limited or Public limited can happen in two ways:
- Mandatory Conversion
Mandatory of One Person Company (OPC) to Private Limited Company is required in case a One Person Company meets certain parameters, like:
i) Effective date of increase in the paid-up share capital of a One Person Capital beyond rupees fifty lakhs, AND
ii) An increase of average annual turnover during the period of immediately preceding three consecutive financial years is beyond rupees 2 crores.
In the above case, the One Person Company shall be mandatorily required to convert itself into either a private or a public company Within a Period of Six Months happening of above.
- Voluntary Conversion
Voluntary Conversion of OPC (ONE PERSON COMPANY) to Private Limited Company:
i) A OPC (ONE PERSON COMPANY) can cannot be converted to Private limited or Public limited before the completion of 2 years from the date of incorporation.
ii) If two years time period is over from the date of incorporation, a One Person Company can apply for converting itself to Private Limited Company or Public limited company.
4 Is OPC (ONE PERSON COMPANY) needs to inform MCA / ROC about exceeding the threshold limit of mandatory conversion in to Pvt. Limited? If yes…. How to intimate RoC that the OPC (ONE PERSON COMPANY) has exceeded the threshold limits and require conversion into private or public company?
Yes, OPC (One Person Company) is required to inform MCA / ROC about exceeding the threshold limit. The OPC (ONE PERSON COMPANY) shall inform MCA / ROC in form INC-5, if the threshold limits is exceeded and is required to be converted into private or public company.
Form INC-5 shall be filed within sixty days of exceeding threshold limits.
Yes, Form INC-6 shall be filed by an OPC (ONE PERSON COMPANY) for conversion of an OPC (ONE PERSON COMPANY) into private or public company.
Yes, the same form INC-6 is required to be filed by the private company for converting itself into an OPC (ONE PERSON COMPANY) . The paid up share capital of private company should not be exceeding fifty lakh rupees and should not have average annual turnover more than two crore rupees at the time of such conversion into OPC (ONE PERSON COMPANY) .
The company shall be having one member and shall appoint one nominee to act as member in case of death or incapacity of the member at the time of conversion into OPC (ONE PERSON COMPANY) .
And this Form INC-6 shall be filed within 30 days in case of voluntary conversion and within 6 months of mandatory conversion.
6 Who is eligible to act as a member of an OPC (ONE PERSON COMPANY) ?
Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC (ONE PERSON COMPANY) .
"resident in India" here means a person who has stayed in India for a period of not less than 182 days during the immediately preceding one financial year.
So following persons cannot form an OPC (ONE PERSON COMPANY) :
a minor shall not eligible becoming a member
b. Any person incapacitated by contract
c. Foreign citizen
d. Non Resident
7 A person can be a member in how many OPC (ONE PERSON COMPANY)?
A person can be member in only one OPC (ONE PERSON COMPANY).
Where a natural person, being member in One Person Company becomes a member in another OPC (ONE PERSON COMPANY) by virtue of his being a nominee in that OPC (ONE PERSON COMPANY) , then such person shall withdraw his membership from either of the OPC (ONE PERSON COMPANY) s within one hundred and eighty days.
In case of withdrawal of consent by the nominee of an OPC (ONE PERSON COMPANY) or in case of intimation of change in nominee by the member Form INC-4 shall be filed.
10 What are the basic mandatory compliance that an OPC (ONE PERSON COMPANY) needs to comply?
Most basic mandatory compliance for an OPC (ONE PERSON COMPANY) are as follows:-
- Board Meeting: Atleast one Board Meeting in each half of calendar year and time gap between the two Board Meetings should not be less than 90 days.
- Statutory Audit: Need to have compulsory Audit of books of accounts
- ROC Annual Filing: Filing of Financial Statements in Form AOC-4 and ROC Annual return in Form MGT 7.
- Income Tax Return: ITR of Business income need to be filed as per due dates i.e. 30th September at present.
- Other Records and Registers: shall maintain the required records and registers as per rules
