Skip to main content

One Person Company Formation Procedure

 WHAT IS AN OPC

OPC is defned under section 2(62) of companies act 2013. it is a single promoter having full control over the company while limiting his/her liability to contributions to the business. This person will be the only director and shareholder (there is a nominee director, but with no power until the original director is incapable of entering into contract).The liability of the member is limited to his/her contribution to the business and a single member may take all the decisions.


 

WHAT THE ELIGIBILITY CRITERIA FOR AN OPC?

The person must be an Indian citizen and resident of India.

The entity must have a nominee.

There can only be one shareholder and director.

The entity must have an average turnover of no more than Rs. 2 crore for the preceding three years.

The authorised capital cannot exceed Rs. 50 lakhs. 

 


PROCEDURE FOR ONE PERSON COMPANY


OBTAINING DIGITAL SIGNATURE CERTIFICATE


The director’s signature is needed on electronic documents. To make this possible, the director in the OPC needs a Class-II Digital Signature Certificate (DSC). This is available from a vendor of any one of the six Certifying Authorities appointed by the MCA, including Tata Consultancy Services, nCode and e-Mudhra.


What you need to submit:

Hard copy of completed Class-II form

Identity Proof: Self-attested copy of PAN card or, in case of foreign national, copy of Passport

Address Proof: Self-attested copy of (any one) Passport/Election/Voter ID/Ration Card/Driver’s License/Utilities Bill/AADHAR Card. If the Utilities Bill (Electricity/Telephone) is submitted, it should be in the name of the Applicant and no older than two months from the filing of the form (12 months, in case of foreign national).

 

 OBTAINING DIRECTOR INFORMATION NUMBER


The Director Information Number (DIN) is how the MCA identifies directors of the company. Anyone over the age of 18 can apply. Citizenship doesn’t matter. This can be done online on payment of Rs500.


Here is the process:

Download Form DIR-3 from the MCA website.

Indian and foreign nationals can apply, but there is one difference between the details required: the former would need to provide PAN, while the latter need to provide Passport number. A soft copy of a Passport-sized photograph is also required. Ensure you don’t make common errors while filling this form.

Identity proof: A soft (scanned) copy of the PAN card or, in case of foreign national, passport is required.

Residence proof: A soft (scanned) copy of (any one) Driver’s License/Passport/Voter Card/Ration Card/Utilities Bill/Bank Statement. The last two of these should be no more than two months old. In case of a foreign national, it should be no older than 12 months.


 OBTAINING NAME APPROVAL


The RoC requires you to submit form names in Form INC-1. Each time you submit this form, you pay Rs1,000. If the names you’ve suggested are rejected the first time, you may resubmit once (within 15 days) at no cost. However, if they’re rejected once more, you would need to pay again.


Here’s what you need to submit:

Download the INC-1 form.

The form allows a minimum of one name and a maximum of six. The best practice is to submit the maximum number, in order of importance.

You also need to submit the Main Objects of your business and the Significance of each proposed name. Your application should have one line on each.

Approval can take 2 days at the earliest, but it is more likely to take 5 to 7 working days.

Once approved, the name will be reserved for 60 days. Therefore, the application for incorporation must be approved before its expiry.


 MOA AND AOA


Once the name is approved, the MCA requires further definition of the proposed company. These will be provided through the Memorandum of Association (MoA) and Articles of Association (AoA), which can be drafted by a CS or lawyer.


FILING OF E-FORMS


Once the MoA and AoA are drafted, the Final Filing process can begin. This involves the submission of the following documents:

INC-7, which is the main application for incorporation. The following documents need to be attested by a full-time CS:

Memorandum of Association

Articles of Association

Declaration of Profession in INC-8

Copy of utility bill no older than two months

Copy of PAN card/Passport

Affidavit from the subscriber to the Memorandum in Form INC-9

Verification of signature of subscribers (Form INC-10, in case company has no share capital)

 

INC-22, which states the location of the registered office

Proof of registered office address (Conveyance or sale deed, in case property is owned, or rent receipt)

Residential or commercial real estate, so long as it is in India

No-objection Certificate from owner of the property

 

DIR-12, which contains information regarding the appointment of the directors and key personnel of the company

Letters of appointment of Directors, CEO, Managers

Declaration by first director in INC-9

Declaration by appointee director and managing director in Form DIR-2

 

PAYMENT OF ROC FEES


RoC fees and stamp duty need to be paid at this stage electronically. RoC fees change according to authorised capital fee and stamp duty varies by location.


VERIFICATION BY ROC & ISSUE OF CERTIFICATE OF INCORPORATION


The RoC will verify the documents. If any changes are needed, you will be notified of the required changes. If it’s all clear, you shall receive the certificate of incorporation within 7 to 8 days. On final approval, the Certificate of Incorporation is e-mailed to the directors.


Labels:

Comments

Post a Comment

Popular posts from this blog

Section 58B of The Advocates Act - Special provision relating to certain disciplinary proceedings

 Section 58B The Advocates Act Description (1) As from the 1st day of September, 1963, every proceeding in respect of any disciplinary matter in relation to an existing advocate of a High Court shall, save as provided in the first proviso to sub-section (2), be disposed of by the State Bar Council in relation to that High Court, as if the existing advocate had been enrolled as an advocate on its roll. (2) If immediately before the said date, there is any proceeding in respect of any disciplinary matter in relation to an existing advocate pending before any High Court under the Indian Bar Councils Act, 1926 (38 of 1926), such proceeding shall stand transferred to the State Bar Council in relation to that High Court, as if it were a proceeding pending before the corresponding Bar Council under clause (c) of sub-section (1) of section 56: Provided that where in respect of any such proceeding the High Court has received the finding of a Tribunal constituted under section 11 of the Indian B
Post a Comment
Read more

Case Laws related to Defamation in favour of ClaimantCase Laws related to Defamation in favour of Claimant. TOLLEY Vs, J.S FRY & SONS LTD – (1931) Facts The defendants were owners of chocolate manufacturing company. They advertised their products with a caricature of the claimant, who was a prominent amateur golfer, showing him with the defendants’ chocolate in his pocket while playing golf. The advertisement compared the excellence of the chocolate to the excellence of the claimant’s drive. The claimant did not consent to or knew about the advertisement. Issue The claimant alleged that the advertisement suggested that he agreed to his portrait being used for commercial purposes and for financial gain. He further claimed that the use of his image made him look like someone who prostituted his reputation for advertising purposes and was thus unworthy of his status. At trial, several golfers gave evidence to the effect that if an amateur sold himself for advertisement, he no longer maintained his amateur status and might be asked to resign from his respective club. Furthermore, there was evidence that the possible adverse effects of the caricature on the claimant’s reputation were brought to the defendants’ attention. The trial judge found that the caricature could have a defamatory meaning. The jury then found in favor of the claimant. Held The House of Lords held that in the circumstances of this case – as explained by the facts – the caricature was capable of constituting defamation. In other words, the publication could have the meaning alleged by the claimant. The Lords also ordered a new trial limited to the assessment of damages. NEWSTEAD V LANDON EXPRESS NEWSPAPER LTD, (1939) Facts: A newspaper published a defamatory article about Harold Newstead. However, another person with this name brought an action in libel. He claimed that the article had been misunderstood as leading to him. The defendant newspaper recognised that they published the article. Also, they denied that they had the intention of being defamatory of him. Consequently, the claimant argued that the newspaper was under a duty. The duty was to give a clear and complete description of the correct person. Moreover, the claimant argued that the defendants were in breach of the duty. Issues: The issue in Newstead v London Express Newspaper, was if the reasonable persons would have understood the words complained of to refer to the plaintiff. Held: The Court of Appeal stated that in accordance with the current law on libel, liability for libel does not depend on the intention of the defamer; but on the fact of the defamation. Accordingly, a reasonable man, in this case a newspaper publisher, must be aware of the possibility of individuals with the same name and must assume that the words published will be read by a reasonable man with reasonable care.

  Case Laws related to Defamation in favour of Claimant.  TOLLEY  Vs,  J.S FRY & SONS LTD – (1931) Facts The defendants were owners of chocolate manufacturing company. They advertised their products with a caricature of the claimant, who was a prominent amateur golfer, showing him with the defendants’ chocolate in his pocket while playing golf. The advertisement compared the excellence of the chocolate to the excellence of the claimant’s drive. The claimant did not consent to or knew about the advertisement.   Issue The claimant alleged that the advertisement suggested that he agreed to his portrait being used for commercial purposes and for financial gain. He further claimed that the use of his image made him look like someone who prostituted his reputation for advertising purposes and was thus unworthy of his status. At trial, several golfers gave evidence to the effect that if an amateur sold himself for advertisement, he no longer maintained his amateur status and might be aske
1 comment
Read more

Rules as to delivery of goods

                             Rules as to delivery of goods Section 2(2) of Sale of Goods Act defines ‘delivery’ as a ‘voluntary transfer of possession from one person to another.’ Thus, if the transfer of goods is not voluntary and is taken by theft, by fraud, or by force, then there is no ‘delivery. Moreover, the ‘delivery’ should have the effect of putting the goods in possession of the buyer. The essence of the delivery is a voluntary transfer of possession of goods from one person to another. There is no delivery of goods where they are obtained at pistol point or theft. 1. Mode of Delivery: According to Section 33, delivery of goods sold may be made by doing anything which the parties agree shall be treated as delivery or which has the effect of putting the goods in the possession of the buyer or of any person authorized to hold them on his behalf. Delivery of goods may be actual, symbolic or constructive. 2. Expenses of Delivery: According to Section 36(5), unless otherwise agree
Post a Comment
Read more