H J VAGHELA & Co
Chartered Accountants
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OPC - ONE PERSON COMPANY
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The One Person Company (OPC) in recent times was launched as a good refinement over the sole proprietorship. In OPC, a single promoter gains full authority over the company thereby restricting his/her liability towards their contributions to the enterprise.
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One Person Company (OPC) can be formed with only 1 owner, who acts as both the director as well as a shareholder of the company. There can be more than 1 director, but not more than 1 shareholder.
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Therefore, the said person will be the sole shareholder and director (however, a director nominee is present, but has zero power until the real director proves incapable of getting into the contract).
Features of One Person Company
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The OPC must have one subscriber /shareholder holding 100% of total share .the subscriber also appointed as a Director of the OPC
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Only a natural person being a indian citizen and resident in india can incorporate a one person company resident in india means a person who has stayed in india for a period of not less than 182 days during the immediately preceding FY
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A minor is not Allowed as a member or a nominee of OPC
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A person is not Allowed to more than one OPC to incorporate and nominee is not Allowed more than one OPC
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OPC company can not convert in sec 8 comopany.
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A OPC can not Appoint more than 15 Director.
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The person forming a one person company has to nominate a nominee. Nominee must be a resident individual and citizen of india.
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You must include (OPC)within the name of the company please note , the word OPC must within bracket For instance, xyz technology(OPC) Private Limited.Your OPC Name must end with “Private Limited”
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You can not convert voluntarily OPC company in any kind of company unless two years have expired from date of the incorporation of OPC.However if the paid up share capital increased beyond 50 lac and Annual turn over of the relevant period is exceed 2 crore, you have to compulsorily convert in to private limited company.
OPC company Registration Process
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Step-1 Apply for DSC
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Step-2 Apply for DIN
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Step-3 Name Approval Application
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Step-4 Documents Required
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Step-5 Filing Form with MCA
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Step-6 Issue of certificate of Incorporation
Step-1: Apply for DSC:
The First Step is to obtain the Digital signature certificate of the Proposed Director which Required the Following Document:
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Address Proof
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Aadhar card
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Pan card
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Photo
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Email Id
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Phone no
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Step-2: Apply for DIN:
once the Digital signature Certificate is made the next step is to apply for the Director Identification Number of the Proposed Director in Spice form along with the name and address proof of the Director .Form DIR-3 is the option only available for existing companies. It means with effect from Jan ,2018 the applicant need not to file Form DIR-3 separately .Now DIN can be applied within Spice form for up to three director.
Step-3: Name Approval Application:
The next step while incorporating an OPC is to decide on the name of the company. The name of the company will be in the form of “ABC (OPC)Private Limited”.
There are 2 option is available for getting name Approved by making application in form spice 32 or by using RUN Web service of MCA by giving only one preferred name along with the significance of keeping that name ,however with effect from 23 march 2018 Ministry has decided to permit two proposed name and one Re-submission while Reserving Unique Names (RUN service) for the company
Once the name approved by MCA we move on the next step.
Step-4: Filing of ROC Document Required:
we have to prepare the Following document which are Required to be submitted to the ROC:
The MOA which are the object to be followed by the company or stating the business for which the company is going to be incorporated .
Since there are only 1 Director and a Member , a nominee on behalf of such person has to be appointed because in case he becomes incapacitated or dies and can not perform his duties the nominee will perform on behalf of the director and take his place. His consent in Form INC-3 will be taken along with his PAN card and Aadhar card.
Proof of the Registered office of the proposed company along with the proof of ownership and a NOC from the owner
Declaration and consent of the proposed director of form INC-9 and DIR-2 resp
A declaration by the professional certifying that all compliances have been made
Step-5 MOA, AOA & PAN & TAN Application:
All these documents will be attached to SPICe form, Spices MOA and spice AOA along with the DSC of the Director and the professional and will be uploaded to the MCA site for approval. The PAN number and TAN number is generated automatically at the time of incorporation of the company There is no need to file separate application for obtaining PAN and TAN
Step-6: Issue of certificate of incorporation:
on verification , the ROC will be issue certificate of company incorporation.
Documents Reruired for LLP
Which document Required for incorporation of OPC?
Pan card
Voter’s ID/passport/driving licence
Scanned copy of latest bank statement /telephone or Mobile Bill/electricity or Gas bill
Scanned copy of passport size photo
With respect to the registered office
The document stated full Address of propose property company where company will be registered such as electricity bill /property tax bill/telephone bill etc
NOC , in case of rental property the no objection certificate along rental agreement by the owner of the property.
Documents Required for Conversion
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The directors of the company should be given a declaration by an affidavit that confirms that all the members and directors are have provided their consent for the conversion.
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The list of members and the creditors
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The recently audited Balance sheets and the profit and loss accounts
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A copy of the NOC of secured creditors
OPC Company Legal Compliances
OPC registration Fees?
1000 rs Fees of Company Registration spices
ROC filing of Annual Return:-
OPC is required to get its books of accounts audited by chartered Accountant compulsorily keep at registered office .
Balance sheet
Statement of profit and loss account
Director’s report
Auditor’s report and Notice of AGM
IncomeTax Privision :
Even if no transaction in OPC company , mandatorily file IncomeTax Return
Statutory Audit:
Audit is compulsorily in OPC company even if no transaction.
Incometax Audit :
Above one crore t/o are applicable for incometax Audit
Closure of the company:
First is OPC company pay all liability toward them and file STK 2 form with ROC along with Fees 10000 rs
Penalty Provision on LLP
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Penalty
Previlege to LLP Over Company
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Exemptions from maintenance of Minutes book, Statutory Registers, and flexible tax rates etc.
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No, AGM is not required for an LLP. AGM is a once in a year meeting for Shareholders of the Company. As there is no concept of shareholding in an LLP, no AGM is to be held.
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Board meeting is generally associated with a Board of Directors meeting. There are no directors involved in an LLP, instead designated Partners run the business and are held responsible for compliances. Hence, Board of Partners meeting is suggested in case of an LLP firm.
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There is no limit on maximum number of partners.
LLP Key Points to be Consider
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Entrepreneurs who are capable of starting a venture on their own can make use of one person company (OPC) in India.
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In one person company, there is only one shareholder who is an Indian citizen and Indian resident i.e. stayed in India for at least 182 days in the preceding year.
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Shareholder nominates another person as a nominee in case of death or incapacity of the shareholder. One person company was introduced in the companies act 2013 to encourage self-employment.
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You can not incorporate more than one person company or be a nominee of more than one OPC. Rules of OPC company do not permit Non-Banking Financial Institutions.
Latest Announcements in budget with regard to OPC
According to the companies act,2013 if the paid up share capital of OPC more than 50 lac or Annual turnover of exceed 2 crore then the company shall lose his status as an OPC and shall be Required compulsorily convert in private limited or public limited company. The budget has change this Requirement and now OPC will allowed to grow without any restriction limit and OPC company convert any other company in any time of period. Budget also Reduce the residency limit for Indian citizen 182 days to 120 days and also non Resident Indian Citizen are allowed to incorporate OPC in India
Frequently Asked Questions (FAQ)
A. If an LLP is incorporated after the 1st of October of the current year that is say 1 October 2020, then the LLP can file returns in the coming March that is 31 March 2021 or next March that is 31 March 2022 that is an LLP can file its first financial return for a period of 18 months.
Q. If I have incorporated my LLP close to year-end, do I still need to file the annual return?
There must be at least two individual designated partners. At least one of them shall be a resident in India to become a designated partner. Maximum No Limit and Minimum Two Director is mandatory and Foreign Partner is Allowed.
Q.Requirement Of Partner And Director
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