OPC or One Person Company Registration cannot be completed without submitting adequate documents. This blog lists and explains all the required OPC registration documents and declarations in detail to ensure a smooth registration process.
OPC or One Person Company is a single owner business registered under the Companies Act of 2013. The registration process is quick, easy and completely online. However, it requires certain documents to be completed which includes the KYC documents of the owner or shareholder, the documents of registered office, and constitution documents of the company. Additionally, since the application itself is web-based, an authorised director of the OPC must use his digital signature to sign it. What all these OPC registration documents really entail, their significance in the OPC registration process, and the procedures of obtaining or drafting them forms the premise of this blog.
Prior to the introduction of One Person Companies under the Companies Act, the only form of single owner business which existed in India was a Sole Proprietorship. Suitable for extremely small scale business, Sole Proprietorships had a number of flaws which made it difficult and burdensome to operate. A better structure was the need of the hour and OPC was introduced in this context. It had all the features of a normal Private Limited Company and was much better and easier to operate than Proprietorship Firms. Let’s delve deeper into the definition and features of OPC to understand a little better.
What Is a One Person Company or OPC?
According to Section 2(62) of the Companies Act, a One Person Company or OPC is defined as a company which has only one person as its member. This person must be a non-minor and an Indian Citizen. He is entitled to 100% shareholding and profits of the company. Further, registering a One Person Company is mandatory to operate it legally in India. Section 3(1)(c) of the Companies Act states that an OPC shall, in essence, be registered as a Private Limited Company and Section 4(1) further provides that its Memorandum shall state its name ending with “Private Limited”. So, an OPC inherits all the features a Private Limited Company usually does. Here’s a closer look!
Key Features of OPC:
- Single Ownership
- Limited Liability
- Separate Management Structure
- Distinct Legal Identity
- Indefinite or Continued Existence
Is OPC Registration Mandatory in India?
OPC, like all other companies established under the Companies Act, must be mandatorily registered by the Registrar of Companies. For this an application can be filed online on the MCA Portal. The application must contain correct information about the organisation, its shareholder, directors, and nominee. Moreover, there are certain supporting documents which must be submitted for the application to get approved. Note that non-compliance with the OPC registration process and inadequate submission of OPC Registration Documents would deem your company to be illegally operating in India. This might result in severe legal consequences, including a forceful closure of your company by the Government.
Complete & Detailed List of OPC Registration Documents
The table below contains a categorised list of OPC Registration Documents. The first set of documents belong to the company’s promoters, who are its first shareholders and directors involved in its formation process. The second set of documents are related to the Registered Office of the Company. A Registered Office is the address with which the company gets registered by the ROC. It is present as the company’s official address of correspondence in all government records and documents. Lastly, the company has to draft and submit certain constitutional drafts to the ROC on the basis of which it will get incorporated. Refer to the list below for complete information on what OPC Company Registration Documents you can submit in each of the categories.
| S.NO. | Category | OPC Registration Documents List |
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1. |
Documents of Promoters |
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2. |
Documents of Registered Office |
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3. |
Constitution Documents |
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4. |
Forms & Declarations |
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How to Obtain / Draft OPC Company Registration Documents?
While submitting OPC Company Registration documents, it must be ensured that they are drafted or prepared in their prescribed formats only. Not submitting the documents in their correct formats may result in the rejection of your application. Moreover, documents like DSC and DIN have to be obtained by filing separate applications. It is necessary to understand the process of such application to ensure completion of documents for OPC registration. We have provided a detailed explanation on how to draft and obtain these documents below, along with their key purpose in the OPC Registration.
- KYC Documents of Promoters: KYC Documents of Promoters are the most basic of OPC Company Registration documents. These include PAN Card for income verification of promoters, Aadhar Card as their Proof of Identity, and a recent utility bill (electricity bill / water bill / landline bill not older than 2 months) as their proof of address. All these documents must be collected from each promoter of the OPC. They must be scanned and self-attested before being submitted with the application.
- Proof of Registered Office Address: The applicant company needs to submit its proof of registered office address to establish its residence at the location. For this purpose, any recent utility bill (not older than 2 months) in the Company’s name with the registered address mentioned on it can be submitted.
- No Objection Certificate: No Objection Certificate is a declaration issued by the Office Property owner stating that he does not object to the establishment of the company’s registered office at his property. The Certificate must be drafted as per the prescribed format. You can download the NOC format here. Note that NOC is one of the mandatory OPC registration documents that must be submitted whether the registered office is owned or rented.
- Memorandum of Association: The Memorandum of Association or MOA is the constitutional document of the OPC. It contains all the company’s legal details like name, registered address, liability, capital, and business activity. The document is drafted on a stamp paper, and signed by the shareholder in the presence of a public notary. The notary then stamps the MOA for which applicable stamp duty and notary charges are paid. MOA is drafted as per the prescribed format, categorised into clauses containing separate information each. These clauses are listed below in their chronological order:
MOA Clauses:- Name Clause – Mentions the reserved name of the company
- Address Clause – Mentions the state in which the Registered Office Address is located.
- Object Clause – Mentions the primary business activity / activities of the OPC
- Liability Clause – Mentions the nature of liability the OPC offers to its shareholder. This can either be liability limited by shares, liability limited by guarantee, or unlimited liability.
- Subscription / Capital Clause – Mentions the authorised capital of the OPC, the names of all shareholders, and the respective shareholding in the OPC.
- Nominee Clause – Mentions the name, address, and other details of the shareholder’s nominee.
Since drafting the document requires strict adherence to a prescribed format, it is advisable that you take legal assistance for the same from our experts.
- Articles of Association: The Articles of Association is another constitutional OPC Company Registration documents. It contains the rules and regulations of its internal management. The document is also required to be drafted on a stamp paper, and signed by the shareholder in the presence of a public notary. The notary is required to stamp the document after the payment of stamp duty and notary charges. However, there is no particular format prescribed for its drafting. Since every company has their own set of internal rules and regulations, the AOA is drafted as per the company’s need and suitability. It is advisable to take legal assistance for accuracy in drafting from our experts.
- Digital Signature Certificate (DSC): Digital Signature Certificate or DSC is one of the most important OPC registration documents as it is required to authenticate the application and documentation to be submitted. All the promoters of the OPC must have their Class 3 DSCs before the registration process begins. To acquire the same, an application has to be submitted to the Registrar of Companies. Here is the detailed process of filing such application:
Stepwise Process of DSC Application:- Select Certifying Agency: DSC is issued by Certified Agencies licensed by the MCA. So, the first step is to decide which Certified Agency you will be filing your application to. Consider factors like ease of filing, affordability, and time taken in issuing DSC for better results. Contact us for assistance if you need.
- Decide on the Type of Application & Applicant: Once you have decided on the Agency to file your application, the next step would be choosing the type of application and applicant. There are two options available for the same – PAN based and Adahar based. You can go for an Adhar based application only if your mobile number is linked with the Adhar, otherwise PAN based application is your obvious choice. Since the promoters are applying for their DSC, the applicant type will be Individual only.
- Fill Out the Form: Finally, fill out the appropriate details in the application form. Adhar based applications only seek Aadhar Number and PAN Number. On the other hand, PAN based applications seek a whole lot of details like name, gender, age, social category and other personal information of the applicant.
- Upload Documents: After the details have been filled out, certain supporting documents have to be uploaded as well. If the application is Adhar-based, the e-Aadhar in XML format must be uploaded. However, if the application is PAN based, the PAN, photograph and address proof of the applicant must be submitted as the supporting documents.
- Submit Application & Video Verification: Finally, after the payment of DSC fee, the application can finally be submitted. As soon as the submission is successful, a video link will be sent to the registered email of the applicant. Using the link, the applicant must record a video of himself and read out the script provided by the issuing authority. If supporting documents have been submitted, the same will have to be shown in the video as well.
- Issue of DSC: The video submission will complete your DSC application process. Within a few days, a DSC will be assigned to you and will be sent to your registered email address.
- Director Identification Number (DIN): DIN is not one of the OPC company registration documents per se, but is equally important for the registration process. All current directors in an OPC must acquire their DIN before beginning the registration process. DIN allotment is made by the Ministry of Corporate Affairs or MCA for which an application must be filed online along with supporting documents. Here is the detailed process of applying for the DIN of a director:
DIN Application in DIR-3 and SPICE Plus- Choose the Application for DIN: The Application for DIN is made online in form DIR-3 or Part B of SPICE Plus application. Both these forms can be accessed on the official website of MCA.
- Complete the Form: After accessing the application, fill in the details of the applicant director and upload the requisite documents for completing the form. The documents required for DIR-3 form includes PAN, photograph and address proof of the applicant, along with his scanned copy of signature. However, for DIN application in SPICE Plus, no additional documents are required.
- Pay the Application Fee & Submit: Finally, pay the application fees to submit the form. The fee for DIR-3 form is fixed at Rs.500, whereas fee for DIN application in SPICE Plus depends on the authorised capital.
- Allotment of DIN: The application will take almost a week to be processed. After the completion of the same, DIN will be allocated to the concerned director.
- All Current Directors of the OPC must have their DIN before the OPC registration application is filed.
- SPICE Plus Form can be used to apply for DIN of 3 directors only.
- Forms & Declarations: Among the documents required for OPC Registration, are certain forms and declarations. Their formats and purpose are mentioned below:
- DIR-2: The consent of the director is mandatory for their appointment in OPC. This consent is intimated to the ROC in Form DIR-2 during the OPC Registration process.
- INC-3: INC-3 is required to obtain the nominee’s consent and intimate the same to the ROC during registration.
- INC-9: INC-9 is the declaration of directors, mandatory for OPC registration. The declaration states that the director’s are not guilty of any legal offence or breach of duty. It must be signed by all the directors.
- INC-14: INC-14 is a declaration given by practising professionals like CA, CS, or Advocates that the application being filed for registration contains authentic and accurate information.
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Understanding the list of OPC Registration Documents is crucial for a successful registration process. This list must be diligently submitted to the Registrar of Companies in their prescribed and updated formats. Failure to submit adequate and accurate OPC Company Registration documents may cause delays, and sometimes rejection of the application, so make sure you take legal assistance while preparing or drafting them. At Setindiabiz, we provide complete documentation assistance to our clients and ensure a smooth, hassle-free registration process. Contact our consultants to know more about our services.
FAQs
Q1: What are the OPC Registration Documents required for registering an OPC in India?
The essential OPC Company Registration Documents required for registering an OPC in India include:
- KYC documents of Promoters
- Proof of Registered Office Address
- NOC from Office Property Owner
- MOA & AOA
- INC 9 and INC 14 declarations by directors and practitioners
- Nominee and Director’s Consent in INC 3 and DIR 2 forms
Q2: Where can I find the format for the OPC Registration Documents like MOA and AOA?
You can obtain the template or format for the OPC Company Registration Documents, including the MOA and AOA, from the Ministry of Corporate Affairs (MCA) website or consult with a legal professional who specialises in company registration. It’s important to ensure that these documents adhere to legal requirements.
Q3: Do I need to submit physical copies of the OPC Registration Documents?
Digital submission of OPC Company Registration Documents is acceptable through the MCA portal. There is no requirement for physical submission of documents.
Q4: Are there any specific requirements for notarization of OPC Registration Documents?
OPC Company Registration Documents, such as the MOA and AOA require notarization, with stamp duty and notary charges depending on the state in which you are registering the company.
Q5: Can OPC Registration Documents be amended after the registration process is complete?
Yes, OPC Company Registration Documents, including the MOA and AOA, can be amended or updated by following the prescribed procedures under the Companies Act. However, any changes to these documents must be approved by the Registrar of Companies (ROC) and filed with the appropriate authorities. It’s essential to maintain the accuracy and compliance of these documents throughout the life of the OPC company.