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Procedure For OPC As Per Companies Act 2013

OPC stands for One Person Company which is totally a new concept in India introduced by the Companies Act 2013. Section 2(62) defines one person company as a private company only with one director and one shareholder. However, it can have more than one director and the limit exceeds to 15. In short a OPC is a paradigm shift in the corporate regime, bringing it at par with international standards. With regards to this there are some important guidelines also which must be followed mentioned in section 3(1)(c) of the Companies Act2013 which are:

  • A person can operate only 5 OPC at maximum
  • The paid up capital cannot exceed 50 lakhs and its average turnover annually cannot be more than 2 crores.
  • Only the resident of India can avail this benefit while word ‘One Person Company' should be a part of its name as per section 12(3) of the Act. for e.g.; Sujatavilas Export (OPC) Private Limited located in Pune, Truelife Agrotech Services India Private Limited (OPC) in Gwalior etc.
  • The memorandum of association should indicate the name of the another person (nominee), with his prior consent, who shall in the event of the subscriber's death or his incapacity to contract become the member of the company. This provision shall ensure perpetuity and continuity to the life of the company. While this written consent should be filled with the registrar of the companies at the time of the incorporation of the OPC along with its articles and memorandum.

Defining the eligibility according to the Companies (Incorporation) Rules, 2014 following person can be eligible to incorporate OPC in India.

  • Only a natural person who is an Indian citizen and resident in India.
  • The term resident has been explained as a person who has stayed in India for not less than one hundred and eighty-two days during the immediately preceding one calendar year.

The completer procedure has been divided into 8 steps:

  1. Application for DIN in form DIR-3 and DSC – Director Identification Number is a unique identification number issued by MCA. Well documents required for DIR-3 includes Pan card, address proof, passport size photograph, current occupation. DIR-3 shall be signed digitally by the same person that is applicant who is filling the application and by either of the following: - CS or CA or Cost Accountant in whole time practice. A DSC is mandatory because MCA needs this at certain steps and procedures.
  2. Searching the name of the company – the applicant needs to provide 6 names in order at least of their preference or priority along with their significance and meaning of each word. It is also advisable for the applicant to check any pre-existing Trademarks already registered with the company name being proposed since ROC normally scrutinises the same and may reject the name on such basis if found to be same.
  3. Application for the name applicability- after drafting of the main object of the proposed company, needs to file RUN that is application of reservation of name with the registrar of companies for name availability. Note- applicant can only give 2 proposed or preferred names along with their significance and and meaning of each and every word.
  4. Preparation of form SPICE , SPICE MOA, SPICE AOA. MOA- Memorandum of Association-covers main object and other objects. Articles of Association- this contains rules and regulations governing the internal management of the company. A binding contract between company and its members defining his rights and duties.
  • Form SPICE- for application of incorporation of the company- mandatory attachments: - declaration from the subscriber to the memorandum. Residential proof, proof of identity of director and nominee, PAN of director and nominee, consent of nominee (INC-3)
  • SPICE MOA- e form of incorporation for specifying format of MOA, pre fill the SRN of INC-1 and system will auto generate the name of the company, witness of each subscriber to attach his or her digital certificate.
  • SPICE AOA- e form of incorporation for specifying format of AOA, same steps as to followed.

5. Uploading process- Registrar of companies – visit site of ministry of corporate affairs, login with credentials and upload form SPICE MOA, SOICE AOA AND SPICE.

6. Online payment – after filling of documents online we need to make payment of ROC and fees stamp.

7. Verification of documents/forms by ROC – after payment of all ROC fees and stamp duties, ROC verifies / scrutinises all the documents and form may suggest few changes to be made in the attachments or form itself. Need to make changes accordingly.

8. Issue of certificate of Incorporation – once all the forms are duly accepted and approved by ROC, the digitally signed “Certificate of Incorporation” is emailed to directors. Once the Incorporation Certificate has been issued this means that the company can start. This was the final step.

The Post Incorporation Formalities for OPC.
According to the New Companies Act 2013 post incorporation their certain formalities that must be fulfilled.

  • Apply for shop act license.
  • To open Current Bank Account
  • To pay subscription money with Current Bank Account
  • To issue Share Certificate to subscriber by company.

Annual Return Filling for OPC. - Annual Return- Section 92

  • Every company shall prepare an annual return in the prescribed form containing the particulars as they stood on the close of the financial year regarding – its registered office, principal business activists, particulars of its holding, subsidiary and associate companies.
  • Its shares debentures and other securities and shareholding patterns, its indebtedness.
  • Its members and debentures holders along with changes there since the closing of the previous financial year
  • Remuneration of directors and key managerial positions.
  • Other matters as may be prescribed.

Note - Anuual Return Shall Be Signed By The Company Secretary And If Not There Then By The Director Of The Company.

Financial Statement- Section 134- The FS needs to filled within 180 days of the closure of financial year along with all necessary documents. Therein the Financial Statement may not include the cash flow statement.

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