How to Register a One Person Company in India?

The One Person Company (OPC) model was introduced in India to support individuals who want to start a company without involving partners. It offers a straightforward way for solo entrepreneurs to establish a legal business structure while enjoying limited liability and a distinct corporate identity. In this article, you will learn in detail about how to register a one-person company in India, the documents required, and more. 

What is a One Person Company?

A One Person Company (OPC) is a business structure introduced under section 2 (62) of the Companies Act, 2013, in which a single individual acts as both the member and the director. It functions as a separate legal entity with limited liability and offers the individual full control over the business. It also ensures that personal assets are protected from business obligations. An OPC must appoint a nominee, who will take over the company in case of the owner’s death or incapability. It is best suited for solo entrepreneurs seeking a formal business structure with legal recognition.

Eligibility Criteria to Register an OPC:

Listed below are the eligibility criteria for registering an OPC:

• Indian Citizenship: The sole member must be a natural person and an Indian citizen, establishing a foundation of national accountability and legal compliance.
• Residency Requirement: The individual should have resided in India for at least one hundred and twenty days in the immediately preceding financial year, confirming their active connection to the country.
• Minimum Age: The member must be at least eighteen years old, ensuring legal capacity to enter into contracts and manage business affairs.
• Nominee Appointment: At the time of incorporation, the member is required to appoint a nominee. This nominee will assume ownership and responsibilities in the event of the member’s death or incapacity, securing continuity of the company.
• Restriction on Multiple OPCs: An individual is permitted to establish only one OPC and cannot serve as a nominee in more than one OPC, preserving the uniqueness of this corporate form.

Prohibited Activities: OPCs are barred from engaging in certain financial activities, particularly non-banking financial investments like securities trading, and maintaining regulatory safeguards within the sector.

Documents Required for One Person Company Registration

Listed below are the documents required for registering an OPC:

• Memorandum of Association (MoA):

This document outlines the core objectives and business activities your One Person Company will pursue, establishing a clear purpose for incorporation.

• Articles of Association (AoA):

Serving as the company’s rulebook, the AoA defines the internal regulations and operational framework to guide management and decision-making.

• Nominee’s Consent (Form INC-3):

Since an OPC has a single member, it is mandatory to appoint a nominee. The nominee comes in when the sole member is incapacitated or deceased. The nominee’s consent, along with their PAN and Aadhaar details, must be submitted to formalise this appointment.

• Proof of Registered Office:

Valid proof of the company’s registered address is essential. This includes ownership documents and a No Objection Certificate (NOC) from the landlord, in case the property is leased. It helps ensure that the company’s official location is verified.

Director’s Declaration and Consent:

The proposed director must provide a formal declaration through Form INC-9 and consent via Form DIR-2, confirming their acceptance and eligibility to serve.

• Professional Certification:

A registered professional must submit a declaration affirming that all legal compliances relevant to the OPC registration have been duly met.

How to Register a One Person Company in India?

Listed below are the ways to register a one-person company in India:

Step 1: Obtain a Digital Signature Certificate (DSC)

To begin with, you need to obtain a valid digital signature certificate. This is a secure electronic document that the government-authorised certifying agencies issue. You need to use this to sign all official documents electronically on the MCA portal and for other purposes required for business dealings.

Step 2: Apply for Director Identification Number (DIN)

Next, you must apply for your Director Identification Number through the SPICe+ form on the MCA portal. This unique number is mandatory for becoming the director of any company in India.

Step 3: Reserve the Company Name

Once you have applied for DIN, you need to choose a unique company name using the SPICe+ Part A form. Make sure the name doesn’t resemble any existing company or registered trademark, and complies with MCA naming guidelines.

Step 4: Fill Out the SPICe+ Part B Form

Now that your company name is approved, you need to complete the SPICe+ Part B form. This form captures key details like your business activity, registered office address, share capital, nominee details, and director information. Double-check everything—you want to get it right the first time to avoid delays.

Step 5: Submit INC-9 and eMoA/eAoA

Next, upload your INC-9 declaration, which confirms you are legally eligible to register a company. You will also need to file the eMoA (electronic Memorandum of Association) and eAoA (electronic Articles of Association)—these outline your company’s objectives and internal rules. These documents form the backbone of your OPC’s legal framework.

Step 6: Complete the AGILE-PRO Form

Use the AGILE-PRO form to apply for essential registrations in one go. This includes GST (if applicable), EPFO, ESIC, professional tax (for certain states), and even opening a bank account. It's a streamlined way to handle multiple legal requirements in a single step.

Step 7:  Obtain Your Certificate of Incorporation (COI)

Once your forms are verified, the Registrar of Companies (RoC) will issue your Certificate of Incorporation (COI) along with your Company Identification Number (CIN). This is your official green light—your OPC is now a legally recognized entity.

Step 8: Get PAN Issued Automatically

Upon successful incorporation, your company’s Permanent Account Number (PAN) will be generated automatically and delivered digitally. This number is essential for conducting financial transactions and complying with income tax laws.

Step 9:  Get TAN Issued for TDS Compliance

Alongside the PAN, your Tax Deduction and Collection Account Number (TAN) will also be generated. TAN is mandatory if your company is liable to deduct tax at source (TDS) while making certain payments.

Step 10:  Open a Current Account in the Company’s Name

Visit a recognized bank with your COI, PAN, AoA, MoA, and KYC documents to open a current account in your OPC’s name. This account is legally required for handling all official business transactions.

Step 11: Appoint a Chartered Accountant as Auditor

Within 30 days of registration, you must appoint a licensed Chartered Accountant to serve as your company’s statutory auditor. This step is crucial for maintaining proper books of accounts and filing annual returns.

Compliance Requirements after OPC Registration

Listed below are the compliance requirements that one must follow after OPC registration:

1. File Annual Returns with MCA

You must submit two key forms to the Ministry of Corporate Affairs (MCA) every financial year:

• Form MGT-7A: This form contains details about your company’s shareholding pattern and directorship. You submit this form within 60 days from the end of the financial year.
• Form AOC-4: This form includes financial statements such as the balance sheet and profit and loss account. It's typically filed within 30 days of the company's Annual General Meeting (AGM). Filing AOC-4 is a crucial part of a company's annual compliance.

2. Maintain Proper Books of Accounts

Your company must record all financial transactions in books of accounts. These records include details of income, expenses, assets, and liabilities. The books must be accurate and up to date. You must keep these records at the registered office in either physical or electronic format. This requirement helps ensure financial transparency.

3. Appoint a Chartered Accountant as Auditor

You need to appoint a licensed Chartered Accountant within 30 days after registration. The auditor checks and certifies your financial statements each year. The same auditor can hold office for up to five consecutive years unless you decide to change. This process ensures financial accountability and compliance with audit standards.

4. File Income Tax Return

You must file your company’s income tax return every year using Form ITR-6. If your company earns more than ?1 crore in revenue during the financial year, a tax audit becomes compulsory under Section 44AB of the Income Tax Act. This audit confirms that your tax records match your financial accounts.

5. Submit Director KYC

Every director must file Form DIR-3 KYC each year. This form includes personal and contact information of the director. You must submit it before 30th September to keep the Director Identification Number (DIN) active. If you fail to submit, the DIN becomes inactive and attracts penalties.

Conclusion

To conclude, understanding How To Register a One Person Company in India? is crucial for any solo entrepreneur aiming to establish a legally recognized business with limited liability. The process involves careful submission of forms, accurate documentation, and strict adherence to compliance requirements after incorporation. Following these steps ensures your OPC operates smoothly and remains in good standing with regulatory authorities.

Although the process may seem complex, expert assistance can simplify every step. Online Legal India provides trusted support, offering clear and accurate advice on OPC registration, legal formalities, and compliance. With their help, you can confidently establish your OPC and focus on growing your business.