The concept of One Person Company (OPC) was introduced in companies act, 2013. One Person Company is suitable for one founder/ promoter who wishes to start a company. For incorporation of OPC one promoter/ member and one nominee is required. Read about the process of incorporation of One Person Company (OPC) through SPICe Form on MCA Portal with two different methods.
One Person Company Incorporation through SPICe – Without filing RUN Form
- DSC of Promoter / Founder
Firstly, apply for DSC i.e. Digital Signature Certificate of promoter/ founder
- File SPICe Form
File SPICe forms for Incorporation i.e. Form INC-32, Form INC-33, Form INC-34. One can avail service of name reservation, allotment of DIN, incorporation of new company, allotment of PAN and TAN through INC-32 form. And e-MOA, e-AOA can be submitted in INC- 33 and INC-34 respectively as linked forms
- Nominee Details INC-3
In case of OPC, since nominee is compulsory details of nominee can be filed in Form INC-3 and can be filed as an attachment to INC-32 form
- No Name Reservation through RUN
The Company need not file name reservation through RUN Form on MCA
- Payment of Fees
The proposed director and certified professional should digitally sign the SPICe Forms along with form filing fees. MCA will then start processing the forms.
- Observation Report by MCA
If any issues are found in the forms by the MCA, it sends an Observation Report to the applicant’s email as per SPICe Form. The applicant can make necessary changes and file forms again
- Certificate of Incorporation
Once MCA successfully processes the forms, it issues a Certificate of Incorporation along with PAN and TAN on email
One Person Company Incorporation Process through SPICe – With RUN Form
- Obtain Digital Signature Certificate of promoter/ founder.
- Apply for Name Reservation in RUN Form. Company can apply for two proposed names in the RUN Form. Form filing fees are Rs. 1,000. Company does not need to use Digital Signature or DIN of promoter to file RUN Form.
- Company shall receive the name approval within 20 days of filing the SPICe form i.e. Form INC-32, Form INC-33 and Form INC-34. You can apply for allotment of DIN, Incorporation of new company, allotment of PAN and TAN through INC-32 form. Company can submit e-MOA in Form INC-33 and e-AOA in Form INC-34 as linked forms.
- In case of OPC, a nominee is compulsory. The Company should file details of nominee in Form INC-3. Form INC-3 is an attachment to Form INC-32.
- The proposed director and certified professional should digitally sign the SPICe Forms along with form filing fees.
- Once the MCA authority successfully processes the forms, it sends the Certificate of Incorporation along with PAN and TAN on the email.
An OPC is not required to hold an Annual General Meeting (AGM). Section 173 and 174 (Quorum of Meeting of BoD) will not apply to an OPC as there is only one director on its Board.
Yes. OPC is mandatorily required to get its books of accounts audited by a CA just like any other limited company. However, the provision relating to the rotation of auditors is not applicable to an OPC.
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.
A nominee is a person appointed by the member of the one person company (OPC) who shall, in the event of subscriber’s death or his incapacity to contract becomes a member/shareholder of the OPC.
Tax rates on an OPC are the same as of a Private Limited company. Thus OPC is liable to pay tax at the flat rate of 30% plus 2% education cess and 1% secondary higher education cess. Also, surcharge at 5% is levied if the turnover exceeds Rs. 1 Cr. similar to a Private company.