Documents Required for One Person Company Registration

Forming a One Person Company (OPC) in India is an ideal option for individual entrepreneurs seeking for the advantages of a private limited company without the requirement of having more than one shareholder. Introduced under the Companies Act, 2013, the OPC model provides limited liability, legal recognition, and a separate legal entity. However, to get your OPC registered legally and smoothly, you must prepare and submit the right set of documents.

In this blog, you will learn about the list of documents required for One Person Company (OPC) registration in India and other key aspects.

What Is a One Person Company (OPC)?

A One Person Company (OPC) is a type of business entity introduced in the Companies Act, 2013. It enables an individual to establish a company that offers limited liability and uninterrupted continuity. It offers the key benefits of a private limited company like separate legal identity and better credibility. To operate the business, only one member and one director are required.

Key Features of a One Person Company (OPC)

Here are the list of key features of a One Person Company (OPC):

• Single Shareholder and Director: An OPC requires only one individual to act as both the shareholder and director, simplifying the decision-making process and management structure.
• Limited Liability Protection: In a One Person Company, the owner's liability is limited to their share in the business. This means their personal assets are protected and not at risk if the company faces losses or debts.
• Separate Legal Entity: Even with just one member, a One Person Company is treated as a separate legal entity. It can own assets, take loans, and sign contracts on its own, like any other company.
• Nominee Appointment: At the time of incorporation, the sole member must nominate another individual who will assume ownership in the event of the member's death or incapacity. This nomination ensures business continuity.
• Perpetual Succession: An OPC continues to exist even if the original member is replaced or passes away. This ensures that the business can continue operating smoothly without any disruptions or setbacks.
• Ease of Compliance: OPCs benefit from simplified compliance requirements compared to other company structures. For instance, they are exempt from holding annual general meetings and have reduced financial reporting obligations.
• Conversion Flexibility: An OPC offers the flexibility to convert into a private or public company whenever needed. This allows for easy business growth, expansion, and the ability to diversify operations as the business evolves.
• Taxation Benefits: One Person Companies are subject to the same tax structure as private limited companies. It enables them to take advantage of tax deductions and benefits offered to corporate entities. This also helps reduce tax liabilities and supports business growth.

Why Documentation Is Crucial for OPC Registration?

Documentation is a critical component of the One Person Company (OPC) registration process in India. Proper documentation ensures legal compliance, facilitates smooth incorporation, and establishes the legitimacy of the business entity. The Ministry of Corporate Affairs (MCA) requires certain documents to be provided for OPC registration.

Below is the list of importance of Documentation in OPC Registration:

1. Legal Compliance: Proper documentation is crucial to ensure compliance with the requirements of the Companies Act, 2013.It guarantees the OPC's legal recognition and compliance with the established regulatory framework.
2. Verification of Identity and Address: To ensure the integrity of the corporate structure, it is essential to submit valid identity and address proofs for both the sole member and nominee. This process helps verify their authenticity and ensures transparency.
3. Proof of Registered Office: Documents verifying the registered office address are essential to establish the company’s official correspondence address, as mandated by Section 12 of the Companies Act, 2013. This ensures proper legal and business communication.
4. Nominee Consent: The nominee's consent is essential because they are chosen to take over the company's management if the sole member passes away or becomes incapacitated. This process ensures that the business can continue running without disruption.
5. Declaration of Compliance: A declaration from a professional, confirming that all the requirements of the Companies Act have been met, is required. This statement ensures that the incorporation process is legitimate and helps build confidence in the business setup.

Documents for One Person Company Registration

The Ministry of Corporate Affairs (MCA) has outlined specific documentation requirements to ensure compliance with the Companies Act, 2013. This guide provides a detailed overview of the documents for One Person Company Registration, based on the latest information from the MCA.

Here is a list of the documents needed for One Person Company registration:

1. Proof of Identity of the Sole Member (Promoter)

The sole member of the OPC must provide proof of identity to verify their legal standing. Acceptable documents include:

• PAN Card (mandatory for Indian nationals)
• Passport
• Aadhaar Card
• Voter ID
• Driving License

These documents help establish the identity of the promoter and are essential for the registration process.

2. Proof of Address of the Sole Member

The following documents are acceptable to verify the promoter's residential address:

• Utility bills (electricity, water, gas) dated within the last two months.
• Bank Statement or Passbook reflecting the current address
• Aadhaar Card (if it has not already been provided as identity proof).

These documents ensure that the promoter's address is verifiable and up-to-date.

3. Proof of Identity of the Nominee

An OPC is required to appoint a nominee who will take over the management of the company if the promoter passes away or becomes incapable of performing their duties. The nominee must provide:

• PAN Card
• Aadhaar Card
• Form INC-3 consent to serve as a nominee.

These documents are crucial to ensure the continuity of the company and comply with legal requirements.

4. Proof of Address of the Registered Office

Every company must have a registered office in India. The following documents serve as proof of the registered office address:

• Utility Bills (electricity, water, gas) not older than two months
• Rental Agreement or Sale Deed in the name of the company
• No Objection Certificate (NOC) from the property owner if the premises are rented

These documents confirm that the company has a legitimate place of business, which is essential for legal and operational purposes.

5. Memorandum of Association (MoA) and Articles of Association (AoA)

The MoA and AoA are fundamental documents that define the company's objectives and internal regulations. These documents must be drafted in accordance with the provisions of the Companies Act, 2013, and submitted during the registration process.

6. Digital Signature Certificate (DSC)

Since the registration process is online, the promoter and nominee must obtain a Digital Signature Certificate (DSC) to sign electronic documents. The DSC ensures the authenticity and integrity of the documents submitted during the registration process.

7. Director Identification Number (DIN)

A Director Identification Number (DIN) is required for the promoter. This number is unique to each director. This number is used to track their appointments and other details in the MCA's records. The DIN can be obtained during the registration process.

8. Declaration Forms

Declaration forms like INC-9, signed by the promoter, and DIR-2, showing consent to act as a director, are required. These forms confirm that the individuals meet legal eligibility and are not disqualified under the Companies Act, 2013.

9. Affidavit from the Sole Member

An affidavit from the sole member is required to confirm they are not a minor, not disqualified under the Companies Act, 2013, and that the company will follow all legal rules. This affidavit ensures the promoter is legally eligible to form and operate a One Person Company responsibly.

10.  NOC from the Landlord

If the registered office is set up in a property not owned by the company, a No Objection Certificate (NOC) from the property owner is necessary. This document confirms that the owner permits the company to use the premises as its official registered address for business and communication.

Procedure for One Person Company (OPC) Registration

A One Person Company (OPC) is a business structure introduced under the Companies Act, 2013, that lets a single entrepreneur run a company with limited liability. The entire registration process is simple and can be completed online through the Ministry of Corporate Affairs (MCA) portal.

Here is the step-by-step process for One Person Company (OPC) Registration:

Step 1: Obtain a Digital Signature Certificate (DSC)

The first step in registering an OPC is to obtain a Digital Signature Certificate (DSC) for the proposed director. This certificate is needed to sign forms online and is issued by certified agencies using the required documents.

Step 2: Apply for Director Identification Number (DIN)

A Director Identification Number (DIN) can be obtained while filling out the SPICe+ form (Part B). If the applicant does not already have a DIN, it will be automatically generated. SPICe+ allows the allotment of up to three DINs during company registration.

Step 3: Name Reservation (SPICe+ Part A)

To reserve a company name, you need to file SPICe+ Part A. The name must end with “(OPC) Private Limited.” Use the MCA Name Search Tool to check availability. Only one name and one resubmission are allowed, along with a prescribed fee.

Step 4: Filing SPICe+ Part B, AGILE-PRO-S, eMOA, eAOA

Once the company name is approved, the next step is to file SPICe+ Part B along with other required forms. These include eMOA and eAOA for company structure, AGILE-PRO-S for PAN, TAN, GST, EPFO, ESIC, and a bank account, and INC-9 for director declaration. You will also need documents like proof of registered office, the nominee’s consent in INC-3, and a declaration by the sole member.

Step 5: Issuance of Certificate of Incorporation

Once the registration is approved, the Registrar of Companies (ROC) issues a Certificate of Incorporation (COI). This certificate includes the company’s PAN, TAN, and CIN. Depending on the business needs, EPFO, ESIC, and GST registrations can also be obtained.

Conclusion

Throughout the article, you learned the required documents for One Person Company Registration. Without Proper documentation, you will not be able to register the One Person Company (OPC). By preparing all required documents in advance, aspiring business owners can establish their OPC efficiently and focus on growing their venture confidently. If you want to register your One Person Company (OPC), contact Online Legal India. They have experts to guide you.