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Starting a new business can be overwhelming! With the numerous legal formalities and procedure to deal with, it can become an unmanageable task to start a business! In addition to managing the paperwork, a business must be incorporated into the most suitable legal structure. One such legal structure is One Person Company (OPC).
An OPC or One Person Company is a hybrid of sole proprietorship and company, making a new legal structure wherein a company can be registered with just a single member. The sole member of an OPC or One Person Company acts as both the director and shareholder of the company.
A business is registered as One Person Company or OPC to give it features of a sole proprietorship, with the limited liability and separate legal identity of a company. The legal structure of One Person Company was introduced by the Companies Act, 2013 to make it simpler for small businesses and start-ups to start a company in India. Section 2(62) lays down the definition of One Person Company as a company which has just one person as a member. A corporate lawyer must be consulted to register a one person company. (Talk to the best corporate lawyers in Delhi)
There are several unique features of an OPC or One Person Company, which are as follows:
An OPC is similar to a Private Limited Company.
A minimum paid up capital of Rs. 1 lakhs is required to form a one person company.
Only an Indian citizen and resident.
A person can form only one OPC.
A one person company is not required to hold Annual General Meeting (AGM) and Extraordinary General Meetings.
A one person company can have a maximum of 15 directors.
If the OPC has only one director, it is not required to hold Board meetings.
An OPC is also not required to follow the provisions of the Companies Act, 2013 which relates to the appointment of Chairman for meeting, proxies, restriction on voting rights, postal ballot, and many more. (Talk to corporate lawyer in Bangalore to know more)
There are various legal formalities under corporate laws to register One Person Company in India. The legal procedure to register a one person company is:
I. Obtain a Digital Signature Certificate: Digital signature is an encrypted-electronic signature that can be used to attest electronic documents. As a director, the owner of a one person company must obtain a Digital Signature Certificate to register one person company. Documents to get a Digital Signature Certificate include- Aadhaar card, PAN card, address proof along with an email id and contact number.
II. Obtain the Director Identification Number (DIN): To register the One Person Company, a DIN or Director Identification Number must be obtained through Form DIR-3. Along with the DIR-3 form, a copy of address proof and name of the director must be attached.
III. Get the Name of Company Approved: The name of the company must be decided and sent for approval to the Ministry of Corporate Affairs in Form INC-1. A total of 6 names are given in the preferential order to the MCA for approval. An owner can only proceed to register a One Person Company if the approval for a name is obtained from the MCA. (Consult the best corporate lawyers in Mumbai to know more)
IV. Documents Required for One Person Company Registration: To register a One Person Company (OPC), the following documents must be submitted to the Registrar of Companies:
Memorandum of Association (MoA), which states the objectives and aims of the company.
Articles of Association (AoA), which states the bylaws which will be followed by the company.
A nominee must be appointed through a From INC-3 for the director in case the director dies or becomes incapable to perform his duties.
Proof of the registered office, with a Non-Objection Certificate and proof of ownership.
An affidavit and consent form of the director of one person company in Form INC-9 and DIR-2.
A professional declaration certifying that all legal compliances have been made.
V. Approval from the Ministry of Corporate Affairs: All the above-mentioned documents are uploaded on the Ministry of Corporate Affairs website for approval. Once these documents are uploaded, Form 49A and 49B are generated for PAN and TAN registration of the company.
VI. Certificate of Incorporation: The Registrar of Companies (ROC) issues a Certificate of Incorporation after verifying all the documents.
Advantages of One Person Company:
An OPC or One Person Company is exempted from various provisions that a normal company has to follow under the corporate laws.
The unlimited liability in case of a sole proprietorship is removed in a One Person Company as the company is a separate legal identity and the company’s member has limited liability only.
For a One Person Company, it is easier to obtain loans as compared to a sole proprietorship.
Unlike a sole proprietorship, a one person company continues even after the death of the member or director.
Disadvantages of One Person Company:
The structure of One Person Company is only suitable for small businesses and not for businesses with a large capital. A One Person Company with paid-up shares capital more than Rs. 50 lakhs and annual turnover more than Rs. 2 crores can convert into a private company.
A One Person Company cannot be converted into a company under Section 8 of Companies Act.
A One Person Company cannot be involved in Non-Banking Financial Investment activities.
The cost to register a one person company is higher than the cost to register any other legal structure.
Therefore, it is necessary for a business to consult a corporate lawyer in India before it registers as a One Person Company to know if this legal structure is suitable for it or not. MyAdvo has impaneled the best corporate lawyers in India. Simply email us at email@example.com or call us at +919811782573.