One Person Company Registration (OPC) - SPICe - Requirements, Documentation and Process

One Person Company (OPC) is a private liability company registered with only one person as its sole owner and shareholder. The concept of One Person Company is introduced in India through the Companies Act, 2013. One Person Company means a company which has only one person as a member.

SPICe Incorporation is an integrated single point application for Company Name, DIN for the Director and Incorporation of a Company along with allotment of PAN and TAN to the New Company.

Simplified Proforma for Incorporating Company Electronically (SPICe) Incorporation Filing process is an integrated single point application for Reservation of Company Name, Allotment of DIN for Directors and Incorporation of a New Company along with allotment of Permanent Account Number (PAN) and Tax Collection and Deduction Number (TAN) to the New Company.

A. PRE-REQUISITES

1. Shareholder (Individuals Only)

One Person Company (OPC) can have only 1(One) Shareholder. The first shareholder should execute the Memorandum and Articles of Association for registering the Company.

A Citizen of India whether Resident in India or elsewhere can register a One Person Company (OPC)  under the provisions of Companies Act, 2013. "Resident in India" means a person who has stayed in India for a period of not less than 120 days during the immediately preceding calendar year. One Person Company (OPC) is categorised as a Private Limited Company under Companies Act, 2013.

OPC cannot have more than One shareholder at any point of time. Also, an OPC cannot add shareholders to raise further capital.

2. Directors

Minimum 1 Director (Individual)

There should be minimum of One (1) director in a One-Person Company (OPC). Only individuals can be designated as directors of a company.

OPC can have more than One Director and the Director(s) need not be shareholder

The Ministry of Corporate Affairs, Government of India, shall allot Directors Identification Number (DIN) to a Director of the Company.

3. Nominee Shareholder

At the time of incorporation of OPC, the subscriber to the memorandum of a One-Person Company shall nominate a person as Nominee with the 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.

The nominee shareholder also should be a Citizen of India whether Resident in India or elsewhere.

No person shall be eligible to incorporate more than One (1) OPC or become nominee in more than one such company. In case of a person, being member in OPC becomes a member in another OPC by virtue of his nomination that OPC, he shall vacate / change the membership to meet this criteria within a period of 180 days.

4. Digital Signature Certificate (DSC)

All filings to the Registrar of Companies are made through the online application system appended with a valid Digital Signature Certificate (DSC). All the subscribers / first shareholders of the company must have valid Digital Signature Certificate (DSC) issued for the filings.

A digital signature certificate is a type of asymmetric cryptography used to simulate the security properties of a handwritten signature on paper. Digital signatures are often confused with scanned image of a physical written signature, which do not have any legal backing for authentication of electronic documents.

5. Company Name

The name of a One-Person Company shall end with the words '(OPC) Private Limited' and the proposed Company Name shall comply with the Company Name Availability Guidelines under Companies Act 2013.

There are TWO ways for reserving a name for a New Company.

a. RUN Name Reservation

RUN (Reserve Unique Name) is an easy and web-based application for reservation of a Company Name. The name approved under RUN Process is valid for a period of 20 days from the date of approval.

Only one name can be submitted for approval under RUN process. If the application is rejected, the same to be filed again with fresh filing fee.

b. Name Reservation along with incorporation

The Company name can be reserved through SPICe (Simplified Proforma for Incorporating Company Electronically) incorporation process.

In case of name application through SPICe form also, only one name can be submitted for approval. However, if the first applied name is rejected, the application can be resubmitted 2 more times with alternate names.

Important Notes on Company Name:

1) Existing Company Name: If the new company is proposed to use the name of an existing Company or LLP, a Board Resolution / Formal authorisation is required for use of name by new Company

2). Trademark: Also, If the new company is proposed to use a Trademark that is applied / registered by someone, a formal authorisation is required for use of Trademark name by new Company.

6. Share Capital

There is no minimum / maximum capital (Authorised or Paid up Capital) requirement for registering an OPC. The registration fee payable to the Registrar of companies depends on the different slabs of Authorised capital of the company.

Authorised Capital or Registered Capital of a company is the upper limit of capital that a company can issue shares and collect money from shareholders. Subscribed Capital refers to the amount of capital agreed to be brought in by the shareholders to the company.

The Shareholder of OPC must bring the subscribed capital to the Company with in 60 days of Company Incorporation and the Company must issue share certificates to the subscriber.

7. Registered Office Address

Registered Office refers to the official correspondence address of a company or its principal place of business. The address of the Registered Office will be used for all official communications of the company.

At the time of registration of a new Company, there are Two options to record the Registered Office Address:

(a) Temporary Address

Any address of Promoters / Directors can be used as Temporary Registered Office for Registration and within 15 days of registration, the company must have a permanent address and the same to be informed to the Registrar of Companies within 30 days of Company Registration

(b) Permanent Address

Use a Permanent Address for the Company at the time of Registration itself and in this case, there is no filing required after the Registration of the Company.

B. DOCUMENTATION

1. Documents from Director / Shareholder & Nominee Shareholder

The following are the Documents Required from the First Director and Shareholder and Nominee Shareholder

Important Notes for Documents

• All the Copies of documents must be self-attested by the document holder
• Telephone Bill / Mobile Bill/Electricity Bill / Bank Account Statement must be in the name of applicant and should not be older than 2 months.
• 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

2. Execution of Documents by the First Director

• Consent to Act as Director: Form DIR-2
• Declaration / Details for Director Identification Number (DIN)

3. Execution of Documents by Shareholder

• Application for Digital Signature Certificate (DSC)
• Affidavit by Subscribers & Director: INC-9

4. Consent by the Nominee Shareholder

• Consent by the Nomination of Shareholder – Form INC-3

5. Documents Required from Trademark Owner, if any

• NOC / Authorisation for use of Name / Trademark, if any.

6. Registered Office Address

a). Address Proof in the name of the Owner of premises

• Electricity Bill, Telephone Bill (Fixed Line Only) or Gas Bill (not older than 2 months) in the name of the Owner of Address
• Tax Paid Receipt or Copy of Registered Sale Deed

b) No-Objection Letter

A letter of no-objection from the Owner of Address to use the address as Registered office of the Company

C. PROCESS

1. RUN Name Reservation

A web-based application is to be filed for reserving the Company Name, if the name is to be reserved first before filing the documents.

The name approved under RUN Process is valid for a period of 20 days from the date of approval. Company Incorporation documents are to be filed within the validity period of Company Name.

2. Preparation and Filing of Company Incorporation Documents with MCA:

Company Incorporation Process consists of preparation and filing of the flowing E-Forms:

• e-Form INC-32 - Simplified Proforma for Incorporating Company Electronically (SPICe)
• e-Form INC-33: e-Memorandum of Association (SPICe MoA)
• e-Form INC-34: e-Articles of Association (SPICe AoA)

All the documents executed / notarised / attested as per documentation requirements has to be attached to the e-Form INC-32 / 33/ 34 and the e-Forms has to be digitally signed with the Digital Signature Certificate (DSC) of the shareholder.

There is NO Registration Fee payable for filing of e-Form INC-32 for all type of Companies if the authorised capital is less than or equal to Rs.10 Lakhs at the time of registration. However, filing fee for e-Form INC-33 / 34 and stamp duty is applicable for registration of any Company.

3. Processing of e-Forms by the office of Central Registrar of Companies:

The Central Registration Centre (CRC) processes the application and if found the details / documents are in order, the Central Registrar of Companies shall register the Company and issue the following:

• Company Incorporation Certificate
• DIN for Directors
• Permanent Account Number (PAN)
• Tax Collection and Deduction Number (TAN) to the New Company.