INC-29 One Person Company Registration Process

One Person Company

 

Under Companies Act 2013, One Person Company is a new type of business entity introduced in India. One Person Company is for those owners/entrepreneurs who need a corporate legal entity and plan to start a business without any Partners. In One Person Company, one person has 100% shareholders of the Company and can be the sole Director of a Company unlike Private Limited Company where a minimum of two Shareholders and two Directors are required.

The person who is eligible to incorporate a one person company-

Only a natural person who is an Indian citizen and resident in India shall be eligible to incorporate a One Person Company and shall be a nominee for the sole member of a One Person Company."RESIDENT IN INDIA" means a person who has stayed in India for a period of not less than 182 days during the immediately preceding 1 calendar year.

 

Pre requisites of One Person Company (OPC) Registration is:

a. Shareholder (Member)

ü  One person company can have only one member

ü  The member must have  Indian nationality and resident of  India

ü  Only individual can become member not any other firm, LLP or company.

b. Nominee Shareholder (Member)

In case of death or incapacity to contract, it is required that owner of OPC chooses its nominee that will be the owner of OPC thereafter. Only one person can become nominee. The person must be an Indian citizen.

c. Directors

Owner must appoint at least one director. OPC can have any no. of maximum directors.

The director must be resident of India and stayed in India not less than 182 in the previous calendar year. OPC can have more than one director. Proposed Director(s) must have a Director Identification Number (DIN) issued by the Ministry of Corporate Affairs.

d.  Company Name

The name of a One Person Company consists of three parts:

1.      The Name

2.      Activity

3.      Private Limited

The proposed name shall end with words "Private Limited (OPC)". 'Proposed Company name is to be approved by the Registrar of Companies.

e. Registered Office Address

A temporary address is required at the time of registration of Company. It could be an address including address of any of the Directors. After registration, the company has to file the permanent business address with documentary proof of address, ownership etc.

f. Company Objects

Objects of the OPC refer to proposed business activities. Objects provide the direction to the company.  OPC objects shall be legal and shall not misuse or harm the society. Identifying the major objects in particular line of business help in setting the goal. The name of OPC shall also signify the main, prerequisite objects. If the name of the OPC is not describing a particular object, then the OPC can have multifaceted objects

g. Digital Signature Certificate (DSC)

All documents are filed online with Registrar of Companies. Digital Signature certificate is the ultimate way to verify the authenticity of document. Hence, all the documents shall be authenticated by using a Digital Signature Certificate of the Director.

h. Professional Certification

Services of professionals such as Chartered Account, Company Secretary, Cost Accountant is required to make necessary Certifications and declarations for incorporation of a One Person Company (OPC).

Following considerations should be taken into account while forming an OPC:

·         A person shall not be eligible to incorporate more than a One Person Company or become nominee in more than one such company

·         A minor is not eligible to become a member or nominee of the One Person Company or can hold share with beneficial interest.

·         OPC cannot carry out Non-Banking Financial Investment.

·         OPC is suitable only for small business. OPC can have maximum Paid up share capital of Rs.50 Lakhs or Turnover of Rs.2 Crores. Otherwise OPC need to be converted into Private Ltd Company.

·         One person Company cannot be converted voluntarily into any kind of company unless two years is expired from the date of incorporation, except threshold limit (paid up share capital) is increased beyond 50 lakh rupees or its average annual turnover during the relevant period exceeds 2 crore rupees.

·         The word OPC shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

·         The company shall within 30 days of receipt of the notice of withdrawal of consent has to file with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member and the written consent of such another person.

 The Ministry of Corporate Affairs (MCA) has recently introduced Form INC-29 to simplify and fast track the process of company registration in India.  Since OPC is recognized as company and indentified under the Companies Act, 2013, hence INC- 29 is applicable for OPC too for fast tracking the process of registration of OPC.

 

INC- 29 One Person Company Registration

Step 1: Digital Signature Certificate

 It is issued by Certifying authority. The director of OPC must submit the following documents:

ü  Signed digital signature application form

ü  Self attested copies of PAN card

ü  Address proof like Aadhaar card/ driver’s license/electricity bill etc.

Digital signature certificate can be obtained by submitting the signed digital signature application form along and it takes 1 to 2 working days to get the certificate (DSC).

Note: Foreign Citizens or Non-Resident Indians are not allowed to start One Person Company in India.

 

Step 2: Prepare Incorporation Documents

To file for incorporation of One Person Company, following documents are required. The same can be prepared by the Entrepreneur with the help of Legalraasta.com. List of documents required for filing Form INC-29:

1.      Declaration

2.      Memorandum of Association

3.      Articles of Association

4.      Proof of registered office address

5.      Copies of utility bill like (Telephone/Electricity bill)of registered office address (not more than 2 months old)

6.      Affidavit

7.      Identity and address proof of the main Director

8.      Identify and address proof of the nominee Director

 

Step 3: Prepare Form INC-29

Alongside the application for Digital Signature Certificate, owner must submit the following document for the Form INC -29. 

Director cum Subscribers having DIN Number

It would be better if Director have DIN no. as it is required in appropriate field in INC-29 form.

 Directors cum Subscribers NOT having DIN Number

If director do not have DIN no., then he can fill the application form. In such case, following information and document must be provided:

ü  Personal Details including Email Address of the Director, Residential address, PAN card Number, Occupational Details and Educational Qualification

ü  Passport Number – In case of Foreign National

ü  Identity Proof  – Drivers License / Voters ID Card / Aadhaar Card /Passport 

ü  Address Proof– Electricity Bill/ Bank Statement / Mobile Bill Telephone Bill (not older than 2 months)

Once the documents necessary for Incorporation are ready, Legalraasta or financial professional will prepare Form INC -29 and that will be submitted to the MCA with the Digital Signature of a Company Secretary or Chartered Accountant or Cost Accountant or Advocate.

Step 4 - Incorporation Documents to be attached with Form INC-29

Following documents must be signed by director/subscriber and attached with form inc-29. Documents must be prepared, signed by the directors.

1.      Articles of Association (AOA)

2.      Memorandum of Association (MOA)

3.      Affidavit and declaration by first Subscribers and Directors.

4.      Proof for Registered Office Address. – Sale Deed /Rental Agreement 

5.      Copies of utility bill of the registered office address (not older than 2 months) No Objection certificate from the trademark applicant or owner must in case the proposed name is similar or identical to filed or registered trademark.

Step 5: File for Incorporation

 

To file for incorporation, documents that are required to be filed to the MCA are as follow:

ü  INC 29 form

ü  Digital signature of a financial professional (CA/CS/CWA/Lawyer) must be affixed on the INC-29 form.

ü  Digital signature of the main Director.

Step 6: One Person Company Registered

 

The registrar of company would provide certification of Incorporation if all the documents are in conformance with the Companies Act 2013. If there is any error in INC-29, resubmission of form with necessary changes desired within 15 days of rejection is to be filed again to MCA.

 

Name for the Company/ Name Approval of OPC

Name Approval process is integrated with incorporation process. Only one name can be proposed in the INC -29 form. While deciding the name for company, the owners must thoroughly read guidelines issued under “Guidelines for Naming A Company, as per Companies Act, 2013 . The proposed name must not be similar or identical to established, already existing company or trademark .If in any case, there is error in proposing the name along with Form INC-29, then the application will be rejected and many of the document would have to be prepared again. Following consideration must be taken before proposing the name for OPC.

ü  Is the proposed name is in accordance with the format as per the Companies Act, 2013.

ü  Is it identical or similar to any other company or LLP or foreign company or trademark?

ü  Is the proposed name having the name of any blood relatives?

ü  Is there is need of approval for Sectoral Regulator like RBI or SEBI or any other body.

ü  Is the proposed company name identical to a filed or registered trademark?

Author: This blog is written by  Ms. Chanchal Sharma, a passionate blogger of Aapka Consultant.

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