• Incorporator Requirement: Only a natural person (not a company or LLP) who is an Indian citizen can incorporate an OPC.
• Nominee Requirement: The nominee must also be a natural person and Indian citizen, and must give written consent (Form INC-3) to act as a nominee.
• Residency Criteria: A resident is defined as someone who has stayed in India for at least 182 days in the preceding financial year.
• Membership Restrictions: An individual cannot incorporate more than one OPC and cannot be a nominee in more than one OPC.
• Minor Restriction: Minors are not allowed to be members, nominees, or hold beneficial interests in an OPC.
• Mandatory Nominee: Appointment of a nominee is compulsory and must be specified in the Memorandum of Association at the time of incorporation.

Types of One Person Companies (OPCs)

Under the Companies Act, 2013, OPCs can be structured in different formats depending on the nature of liability:

• Company Limited by Shares: This is the most common OPC type. The member’s liability is limited to the unpaid amount on shares held. Personal assets remain protected, and liability is limited to the capital invested.
• Company Limited by Guarantee: Typically used when the OPC does not have share capital. The member agrees to contribute a specified amount in case the company is wound up. Ideal for non-commercial or charitable purposes.
• Unlimited Company: Rarely chosen for OPCs. The member’s liability is unlimited, meaning they are personally liable for all debts of the company. Suitable only when the individual is willing to fully back the company’s obligations.

Requirements for One Person Company (OPC)

To incorporate and operate an OPC in India, the following key requirements must be fulfilled:

• Minimum Members: Only one person is required as the sole shareholder.
• Nominee: A nominee must be appointed during incorporation to take over in case of death/incapacity of the member.
• Directors: At least one director is required. The sole shareholder can also be the director.
• Name Requirement: The company name must end with “(OPC) Private Limited.”
• Registered Office: Must have a valid address for official communication and maintaining statutory records.
• Compliance: Includes filing annual returns (MGT-7A), financial statements (AOC-4), audits (if applicable), and income tax returns.
• Restrictions: Cannot be incorporated as or converted into a Section 8 (non-profit) company.
• Share Classes: OPC cannot issue multiple classes of shares.

Process of Incorporating and Maintaining an OPC

Here’s the step-by-step procedure for incorporating a One Person Company (OPC) and ensuring its ongoing compliance:

• Obtain Digital Signature Certificate (DSC): Required for the shareholder and nominee to file documents online.
• Apply for Director Identification Number (DIN): The sole director must have a valid DIN.
• Name Approval: Apply through RUN (Reserve Unique Name) or SPICe+ form on the MCA portal. The name must include “(OPC) Private Limited.”
• Prepare Documents: Draft MoA, AoA, nominee consent, and provide proof of registered office.
• File SPICe+ Form with MCA: Submit the incorporation form along with all required documents to the Ministry of Corporate Affairs.
• Certificate of Incorporation: Once approved, the MCA issues a Certificate of Incorporation along with the Corporate Identity Number (CIN).
• PAN & TAN: PAN and TAN are automatically generated upon incorporation and sent by the Income Tax Department.
• Maintain Statutory Registers: Maintain proper company records, including statutory registers and meeting minutes.
• Annual ROC Filings: File annual return (Form MGT-7A) and financial statements (Form AOC-4) with the ROC.
• Conduct Audit (if applicable): Audit is mandatory if turnover exceeds ₹2 crore or paid-up capital exceeds ₹50 lakh.
• File Income Tax Return: OPC must file its income tax return annually, irrespective of business activity.