One person company registration
A one person company is a company with only one member, registered under the Companies Act, 2013. Company Suggestion files that registration with the Registrar of Companies.
What is a one person company?
Section 2(62) of the Companies Act, 2013 defines a one person company as a company which has only one person as a member.
The company is a separate legal entity. The member’s liability stops at the unpaid amount on the member’s shares.
The memorandum names a nominee. The nominee becomes the member if the original member dies or becomes incapacitated.
Only a natural person who is an Indian citizen can incorporate a one person company. A person cannot be a member of more than one OPC, and cannot be a nominee of more than one OPC.
A minor cannot be a member or a nominee. An OPC cannot be a section 8 company, and it cannot carry on non-banking financial investment activity.
An OPC needs at least one director. The member can be that director. It does not hold an annual general meeting.
Who should register a one person company?
Two plans fit a one person company:
- One owner who wants the business to be a separate legal entity.
- One owner who wants limited liability and is not raising money from investors yet.
A plan that needs shares for investors belongs in a private limited company. A plan that does not need limited liability can stay a proprietorship.
Which documents does OPC registration need?
OPC registration uses three sets of documents.
For the member and the nominee
- PAN of the member and the nominee
- Aadhaar or passport of the member and the nominee
- A passport-size photograph of each
- A bank statement or utility bill, not older than two months
- The nominee’s written consent
For the registered office
- The rent agreement, or proof of ownership
- An electricity or water bill, not older than two months
- A no-objection certificate from the property owner
What are the OPC registration steps?
Company Suggestion files a one person company in four steps.
- The member gets a digital signature.
- The nominee signs the consent to become the member if the original member dies or becomes incapacitated.
- SPICe+ reserves the name and files the memorandum, the articles and the office proof.
- The Registrar issues the certificate of incorporation, with PAN and TAN.
Frequently asked questions
4 questions cover the rules that decide this registration.
Who can be the member of a one person company?
Only a natural person who is an Indian citizen can be the member. A minor cannot be the member or the nominee. One person cannot be a member of more than one OPC.
Why does a one person company need a nominee?
The memorandum names another person who becomes the member if the original member dies or becomes incapacitated. That nominee gives written consent before incorporation.
Does a one person company hold an annual general meeting?
No. A one person company is not required to hold an annual general meeting.
Can a one person company become a private limited company?
Yes. Conversion into a private limited company is a separate filing with the Registrar of Companies. An OPC cannot convert into a section 8 company.