The latest definition of One Person Company (OPC) was given in the Companies Act of 2013. As the name suggests, an OPC is an entity set up by one person. One person has set up and runs the company. OPC has perpetual succession, limited liability and separate legal entities.

Before the Companies Act came into force in 2013, one person could not open a company. There must be at least two directors and two members to set up a business, so only the option of sole proprietorship would be available.

A private company requires at least two directors and two members, while a public company requires at least three directors and seven members. Earlier, a company could not be comprised of one person.

As per Section 2(62) of the Companies Act of 2013, a company can have only one director and one member. The member and director can be the same person. This is less compliance requirement than a private company. Thus, One Person Company means that a person, whether a resident or an NRI, can start his business having the features of a company and the benefits of ownership.

Process to Register a One Person Company (OPC): The first step to apply for a DSC is to obtain the Digital Signature Certificate (DSC) of the proposed director, which requires the following documents:

• Address Proof
• Aadhaar Card
• PAN Card
• Photo
• Email ID
• Phone Number Apply for DIN

After generating the Digital Signature Certificate (DSC), the next step is to apply for Director Identification Number (DIN) in the SPICe+ form along with confirmation of the name and address of the director. Form DIR-3 is the only form available to existing companies. This means that from January 2018 onwards, applicants do not need to file Form DIR-3 separately. DIN can now be applied for three directors in the SPICe+ form.

The next step while incorporating an OPC is to determine the name of the company. “ABC (OPC) Private Limited” will be the name of the company.

The name can be approved in the SPICe+ form application. The SPICe+ form can only state a preferred name and the importance of keeping this name. If the name gets rejected, it is possible to submit the name by making another SPICe+ form application.

We move on to the next step once the name is approved by the MCA.

Documents Required: The following documents have to be made which are required to be submitted to the ROC:

Memorandum of Association (MoA) which states the objectives to be followed by the company or the business it is going to engage in

Articles of Association (AOA) which sets the policies of the company.

Since there is only one director and one member, a nominee must be appointed on behalf of the director. The nominee will act on behalf of the director and will take his place if he becomes incapacitated or dies. The consent of the nominee will be taken in the INC-3 form along with his Aadhaar card and PAN card.

Registered office of the proposed company, NOC from the owner and proof of ownership
INC -9 and DIR – 2 Declaration and consent of the proposed director form
Declaration to be certified by the professional

While filing the form with MCA, SPICe+, SPICe-MOA and SPICe-AOA documents along with DSC of the director and professional have to be attached and then uploaded on the MCA site to get approval. PAN number and TAN are automatically generated on the incorporation of the company. No need to fill a separate application for obtaining PAN number and TAN.

After verification, the Registrar of Companies (ROC) will issue the Certificate of Incorporation, from which we can start our work.