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Incorporate OPC: After name approval, form INC-2 shall be filed for incorporation of
the OPC within 60 days of filing form INC-1.
Form DIR-12 shall be filed along with (linked) form INC-2 except when promoter is the
sole director of the OPC.
The company shall file form INC-22 within 30 days once form INC-2 is registered in
case the address of correspondence and registered office address are not same.
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Yes, the private company will also file form INC-6 for converting itself into an OPC. The paid
up share capital of private company should not be exceeding fifty lakh rupees and should not
have average annual turnover more than two crore rupees at the time of such conversion into
OPC. The company shall be having one member and shall appoint one nominee to act as member
in case of death or incapacity of the member at the time of conversion into OPC.
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For the above purpose, the term "resident in India" means a person who has stayed in India for a
period of not less than one hundred and eighty two days during the immediately preceding one
financial year.
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Incorporation through SPICe (For details, SPICe FAQs on home page may be
referred)
2. Please note that a Section 8 company (Companies with Charitable Objects) can also be
incorporated using SPICe form but after reserving a name using INC-1.
1. Apply for the name of a company to be registered by first filing Form INC-1.
2. After approval of name, depending upon the proposed company type, file the
incorporation forms listed below:
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Note: The eForm needs to be digitally signed by authorized representative of the foreign
company. There is no need to apply and obtain DIN for Directors of a foreign company.
However, it is mandatory to register the DSC of the authorized representative of the foreign
company via associate DSC service available at MCA portal.
What is One Person Company (OPC)?
The concept of One Person Company [OPC] is a new vehicle/form of business, introduced by The Companies Act,
2013 [No.18 of 2013], thereby enabling Entrepreneur(s) carrying on the business in the Sole-Proprietor form of
business to enter into a Corporate Framework.
One Person Company is a hybrid of Sole-Proprietor and Company form of business, and has been provided with
concessional/relaxed requirements under the Act.
Register One Person Company
1. Apply for DSC: The first Step is to obtain the Digital Signature Certificate (DSC) of the
proposed Director which required the following documents:
Address Proof
Aadhaar card
PAN card
Photo
Email Id
Phone Number
2. Apply for DIN: Once the Digital Signature Certificate (DSC) is made, the next step is to
apply for the Director Identification Number( DIN) of the proposed Director in Form DIR – 3
along with the name and the address proof of the director.
3. Name Approval Application: The next step while incorporating an OPC is to decide on the
name of the Company. The name of the Company will be in the form of “ABC (OPC) Private
Limited”. We have to file INC – 1 for the name approval to the Ministry of Corporate Affairs
(MCA) by giving 6 names in the order of the preference along with the significance of keeping
that name. Once the name is approved by the MCA we move on to the next step.
4. Documents Required: We have to prepare the following documents which are required to be
submitted to the ROC:
The Memorandum of Association (MoA) which are the objects to be followed by the Company
or stating the business for which the company is going to be incorporated
The Articles of the Association (AoA) which lays down the bylaws on which the company will
operate.
Since there are only 1 Director and a member, a nominee on behalf of such person has to be
appointed because in case he becomes incapacitated or dies and cannot perform his duties the
nominee will perform on behalf of the director and take his place. His consent in Form INC – 3
will be taken along with his PAN card and Aadhar Card.
Proof of the Registered office of the proposed Company along with the proof of ownership and
a NOC from the owner.
Affidavit and Consent of the proposed Director of Form INC -9 and DIR – 2 resp.
A declaration by the professional certifying that all compliances have been made.
5. Filing/Approval of forms with MCA: All these documents will be attached to Spice Form,
Spice MOA and Spice AOA along with the DSC of the Director and the professional, and will be
uploaded to the MCA site for approval.
After uploading, Form 49A and 49B will be generated for the PAN and TAN generation of the
Company which have to be uploaded to MCA after affixing the DSC of the proposed Director
Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a
member and nominee of an OPC.
For the above purpose, the term “resident in India” means a person who has stayed in India for a
period of not less than one hundred and eighty-two days during the immediately preceding one
financial year.
There is no specific tax advantage to an OPC over any other form. The tax rate is flat 30%, other
tax provisions like MAT & Dividend Distribution Tax applies as they apply to any other form of
company.
4. Is there any threshold limits for an OPC to mandatorily get converted into either private
or public company?
In case the paid-up share capital of an OPC exceeds fifty lakh rupees or its average annual
turnover of immediately preceding three consecutive financial years exceeds two crore rupees,
then the OPC has to mandatorily convert itself into a private or public company.
5. What is the mandatory compliance that an OPC needs to observe?
Mandatory Conversion of One Person Company (OPC) to Private Limited Company (PLC) is
required in case a One Person Company meets certain parameters, like:
a) Effective date of increase in the paid-up share capital of a One Person Capital beyond rupees
fifty lakhs, AND
b) An increase of average annual turnover during the period of immediately preceding three
consecutive financial years is beyond rupees two crores.
In the above case, the One Person Company shall be mandatorily required to convert itself into
either a private or a public company Within a Period of Six Months. In this article, we look at the
procedure for conversion of one Person Company into a private limited company or limited
company.
When a One Person Company gets incorporated, it cannot convert itself to Private or Public
company for a period of not less than two years from the date of incorporation
If the time period has elapsed and two years time period is over, a One Person Company can
apply for converting itself to Private Limited Company or Public limited company
The Conversion process should be done as per the rules and regulations laid down by the
Companies Act, 2013 under Section 18, and Rule 7(4) of the Companies (Incorporation) Rules,
2014