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COMPANY FORMATION
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INDIA – A BLOG BY CS
MEENAL ABHYANKAR
(HTTP://BLOG.ABHYANKARCS.COM/)
BLOG RELATED TO INDIAN COMPANIES ACT
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05.04.15 PROCEDURE OF OPC (ONE ABOUT ME
(http://blo PERSON COMPANY)

I am an
Independent
g.abhyank
arcs.com/
FORMATION, IN INDIA Practising
Company
Secretary
company- (http://www.icsi.edu) (a
formation-
47 17 Fellow member of ICSI) also
53 Tweet
empanelled as a Peer
in- Like Share
Reviewer by ICSI Peer
india/proc
Review Board
(http://www.icsi.edu/prb/Ho
edure-of- Step by step guide to me.aspx), from Pune, India.
opc-one- Formation / This blog is my sincere effort

to help anyone understand
person- Registration / Company Formation
company- Incorporation of a OPC procedures & other related

aspects of Indian Companies
formation- (One Person Company) , Act. Click to know more
in-india/) in India. about me

(http://blog.abhyankarcs.com
by CS Meenal Dilemma…while starting up a business the first question comes /companyformationinindia
Abhyankar to anyone’s mind is, should I start it as a Proprietorship firm or companysecretarypune/)
(http://blog.abhyan Get in touch
make it a Partnership firm with someone I trust, or register it
karcs.com/author/a
as a Private Limited Company. The decision is purely personal (http://www.abhyankarcs.co
dmin/)
m/contact/)
& depends on many factors. There has been one more entrant
(effective April,2014) to make this decision more confusing, CONTACT INFO AND
called OPC i.e. One Person Company.
OFFICE HOURS
"Parag", Plot No.3,
To help you simplify the decision, let’s understand what is OPC Padmarekha Society,
in more details…, Karvenagar,
Pune 411052, Maharashtra,
According to section 2(62) of the Companies Act 2013, One India
Person Company means, a company which has only one person (https://maps.google.com/ma
as a member. ps?
z=16&q=parag,+plot+no.3,+p
A company may be formed for any Lawful purpose by one admarekha+society,+karvena
person, where the company to be formed is to be One Person gar,+pune+
Company that is to say, a Private Company, by subscribing +411052,+maharashtra,+india
their names or his name to a memorandum and complying with )
the requirements of this Act in respect of registration. +912025439260 (Landline),
+912064501100 (Landline)
Eligibility (tel:+9120
25439260%20(Landline),%20
As per the Companies (Incorporation) Rules, 2014, +9120
following person can be eligible to incorporate OPC in 64501100%20(Landline))
India Mon Fri : 10:00 AM to 5:00
PM
Only a natural person who is an Indian citizen and Sat Sun : Closed
resident in India
Email :
(a) shall be eligible to incorporate a One Person info@abhyankarcs.com
Company;
Got questions on
(b) shall be a nominee for the sole member of a One Company Formation?
Person Company. Check out FAQ's
(http://blog.abhyankarcs.com
Further the rules have explained the term of “resident /companyformationin
in India” as follows , india/questionsprocedure
companyregistrationin
The term “resident in India” means a person who has indiafaqs/)
stayed in India for a period of not less than one
hundred and eighty two days during the immediately Are you a Proprietor,
preceding one calendar year. looking for Company
Formation Services?
Benefits in forming OPC Click here
(http://www.abhyankarcs.co
(a) OPC is legal entity separate from its members m/services2/proprietor/)
(b) The liability of member is limited Do you own a LLP ?
Check out the Services
(c) The OPC being a private Limited company, offered
encourages new entrepreneurs to set up his/her own (http://www.abhyankarcs.co
business without the help of a second member. m/services2/llp/)
(d) The mandatory requirement of appointment of Do you own a Private
Statutory auditor and reappointment of auditor is not Company ? Check out the
applicable. Services offered
(e) The provisions of Section 98, 100 to 111 of m/services2/privatelimited/)
Companies Act 2013 related to holding of general
meetings shall not apply. Looking for Business
Restructuring, Corporate
(f) Section 173 for holding and conducting minimum Legal Compliance /
number of four Board meetings every year shall not Annual Filing? Check out
apply. all the Services
m/allservices/)
Restrictions
Serving Clients across
(a) The person who is already a member or nominee of India
1 OPC, cannot incorporate more than 1 OPC or become Check out Domains
nominee in more than one such company. served
(b) No minor shall become member or nominee of the m/clients/)
One Person Company or can hold share with beneficial
interest. POSTS BY POPULARITY
Procedure of Company
(c) OPC cannot be incorporated or converted into a
Formation (Private Limited
company under section 8 of the Act.
Company), in India.
(http://blog.abhyankarcs.co
(d) OPC cannot carry out NonBanking Financial
m/companyformationin
Investment activities including investment in securities
india/howtoregistera
of any body corporate.
companyinindia
incorporationformation/)
(e) No such company can convert voluntarily into any 251,830 views | 1,118 comments
kind of company unless two years have expired from
the date of incorporation of One Person Company, How to verify if a
except threshold limit (paid up share capital) Company is Registered with
RoC / MCA / Government?
Minimum requirements for the One Person (http://blog.abhyankarcs.co
Company m/companyformationin
india/howtoverifyifany
companyisreallya
Minimum 1 Director
registeredone/)
Minimum 1 member 194,830 views | 318 comments
Minimum Share Capital shall be Rs. Annual Filing for LLP
100,000 (INR One Lac) (Form 8 & Form 11) due
dates
Application of allotment Director (http://blog.abhyankarcs.co
Identification Number (DIN) m/companyformationin
india/llpform8form11/)
DSC (Digital Signature Certificate) 76,998 views | 401 comments
The complete procedure is primarily divided How to check name
into following 8 Steps. availability for the Private
Step 1. Application for company or LLP with ROC /
MCA?
Director Identification (http://blog.abhyankarcs.co
Number (DIN) in form DIR3 m/companyformationin
& DSC (Digital Signature india/howtocheck
proposedcompanyllp
Certificate) nameavailability/)
75,844 views | 165 comments
What is a Director Identification Number
(DIN)? Commonly asked
questions/FAQ’s on
Director Identification Number (DIN) is a unique Company Formation
Procedure in India
identification number issued by the Ministry of
Corporate Affairs (MCA), for an existing director or a
person intending to become a director of a company.
india/questionsprocedure
companyregistrationin
Documents required for DIR3 Application
indiafaqs/)
a) Identity Proof: Copy of PAN Card (Income Tax
Permanent Account Number (PAN) is mandatory in Importance of Annual
case of Indian National and in such cases applicant filing with RoC for a Private
details should be as per Income tax PAN) Limited Company
b) Address Proof: Copy of Passport/ Election/Voter m/companyformationin
ID/Driving license/ Aadhar Card Electricity/telephone india/importanceofannual
(i.e. Utilities) bill. Address proof must be in the filingwithrocfora
“Name of Applicant” only and utility bill shall not privatecompany/)
be older than 2 months from the date of filing of
the eform. Procedure of LLP
(Limited Liability
c) *Passport Size Photograph (latest) : 1 Partnership) Formation
photocopy or a softcopy in (.JPEG format) (http://blog.abhyankarcs.co
d) *Current Occupation india/llplimitedliability
partnership
e) *Email Address of the Applicant formationregistration
procedureinindia/)
f) *Mobile/Cell Number 41,732 views | 450 comments
Formation of Wholly
g) *Educational qualification
Owned Subsidiary Company
(Private Limited) in India
h) *Verification to be signed by the Applicant.
See the attached DIR4 format
(http://cdn5.blog.abhyankarcs.com/wp
india/formationofwholly
content/uploads/2014/05/VerificationofapplicantforDIR
ownedsubsidiarycompany
41.pdf)
privatelimitedinindia/)
Important Notes :
Implementation of 98
1. All the documents require “Self attestation”. sections of the Companies
Act, 2013
2. DIR3 shall be digitally signed by the same person (http://blog.abhyankarcs.co
i.e. applicant who is filing the application and by m/company
either of the following: law/notificationof98
sections
a) Company Secretary (in wholetime practice) or a companiesact2013/)
Chartered accountant (in wholetime practice) or Cost
accountant (in wholetime practice) Statutory Compliance /
Formalities after
b) Company secretary in full time employment or Incorporation of the LLP
Director of the company in which the applicant is to be (http://blog.abhyankarcs.co
appointed as a director m/companyformationin
india/compliance_llp/)
3. While making DIR3 Application following details 23,152 views | 245 comments
are mandatory :
Foreign Direct Investment
(FDI) in India – Reporting &
First Name, Middle Name, Last Name, Details of father
Compliance
of an applicant (even in case of a married woman)
In case of a Married woman, a photocopy of the
india/foreigndirect
Marriage Certificate is required (If DIN needs to be in
investmentreporting
the “Changed Name”)
compliance/)
4. There could be instances of DIR3/DIN Rejection.
Refer “Common Causes of DIN Rejection About me
(http://cdn7.blog.abhyankarcs.com/wp (http://blog.abhyankarcs.co
content/uploads/2014/05/CommonCausesofrejectionof m/companyformationin
DIR3.pdf)” for the resolution. indiacompanysecretary
pune/)
5. * Starred items are mandatory fields of DIR3
application Statutory Compliance /
Formalities after
What is a Digital Signature Certificate (DSC)? Incorporation of Private
Limited Company
Digital Signature Certificate (DSC) is the digital (http://blog.abhyankarcs.co
equivalent (i.e. electronic format) of physical or paper m/companyformationin
certificates. Examples of physical certificates are india/activity_formalities_a
driver’s license, passport. Certificates serve as proof of fterregistration/)
identity of an individual for a certain purpose; for 17,530 views | 147 comments
example, a driver’s license identifies someone who can
Procedure of OPC (One
legally drive in a particular country. Likewise, a digital
Person Company)
certificate can be presented electronically to prove your
Formation, in India ()
identity, to access information or services on the 17,344 views | 120 comments
Internet or to sign certain documents digitally. Since
MCA accepts electronic submission of Forms on its Procedure/steps for
website the DSC is mandatory for all the users. shifting of Registered Office
of the Company as per
Documents required for obtaining DSC Companies Act 1956
india/procedurestepsfor
a) Digital Signature Certificate application Form (duly shiftingofregistered
signed by an applicant). An applicant is required to office/)
sign across the photo. 16,798 views | 72 comments
Definitions – As per
Download the DSC Application Form Section 2 of Companies Act
(http://cdn7.blog.abhyankarcs.com/wp
2013
content/uploads/2014/05/Class_II_Ind.pdf) (Class II
Individual Certificate) m/company
law/definitionssection2
b) All other documents are same as required for the companiesact2013/)
DIR3 Application 16,012 views | 18 comments
Note: All the documents require “Self attestation” and Not filed Annual Return?
Grab this opportunity
identity proof and address proof should be attested by
through CLSS 2014
either a Gazetted officer (Class I) or Bank manager or
Post Master.
m/latestcircularsby
rocmca/notfiledannual
Step 2. Search for Company returnclss2014/)
Name availability 14,037 views | 139 comments
Procedure to change
An applicant has to provide at least 6 names in the
Company
order of their preference/priority along with their information/Name of
meaning and significance of each word. He can himself Company
search for the available names by visiting the MCA (http://blog.abhyankarcs.co
Website: Check Name Availability m/companyformationin
(http://www.mca.gov.in/mcafoportal/showCheckCompanyNa india/proceduretochange
me.do) companyinformation
changeincompanyname/)
It is also advisable to check any preexisting 10,989 views | 92 comments
Trademarks already registered with the Company

Implementation of 183
name being Proposed, since RoC normally scrutinises
sections of the Companies
the same & may reject the Proposed names on that
Act, 2013
basis (if similar TM Name is already registered).
Promoters should search for any existing Trademark
m/latestcircularsby
using http://ipindia.nic.in/ website Check
rocmca/implementation
Trademark
newsectionscompaniesact
(http://ipindiaonline.gov.in/tmrpublicsearch/frmmain.aspx) . 2013/)
Step 3. Application for the 282 Sections notified
Name availability (Companies Act 2013) & it’s
comparison with Companies
After drafting of Main Object of the proposed Act 1956
company, need to file eForm INC1 (Application for (http://blog.abhyankarcs.co
reservation of name) with Registrar of Companies for m/latestcircularsby
name availability. The proposed name shall end with rocmca/282sections
Private Limited (OPC). ca2013mcacomparison
ca1956/)
Note: Refer the “undesirable names LIKE & GET UPDATES
(http://cdn5.blog.abhyankarcs.com/wp (HTTPS://WWW.FACEBOO
content/uploads/2014/05/Undesirable_names_Rules_Comp K.COM/PAGES/CS-
any_Incorporation.pdf)”
rules extracts from the MEENAL-ABHYANKAR-
Companies (Incorporation) Rules, 2014.
COMPANY-
SECRETARIES/26320283
3807373)
Also refer MCA General Circular on Use of word
‘National’, ‘Bank’, ‘Exchange’, ‘Stock CS Meenal Abhy…
Exchange’ in the names of Companies or Limited 1.6K likes
Liability Partnerships (LLPs). Refer General Circular
No. 2/2014 (http://cdn5.blog.abhyankarcs.com/wp
content/uploads/2014/02/General_Circular_2_2014.pdf)
Like Page
1. As per Section 4(5)(i) of the Companies Act Be the first of your friends to like this

2013 upon receipt of an application under
subsection (4), the Registrar may, on the
basis of information and documents
furnished along with the application, reserve
FOLLOW ON GOOGLE+
the name for a period of sixty days from the
Meenal Abhyankar
date of the application.
Add to circles
Step 4. Drafting of
Memorandum of Association
(MoA) & Articles of
Association (AoA)
722 have me in circles View all
What is a Memorandum of Association (MoA)?
Follow 182
Memorandum of Association covers fundamental
provisions of the company’s constitution. It covers
main object and other objects of the company. FOLLOW ON LINKEDIN
What is Articles of Association (AoA)? 2,282
Follow
Articles of Association contain rules and regulations
governing the internal management of the company. It
is a binding contract between company and its member FOLLOW ON TWITTER
defining his rights and duties. Follow @CSMeenal

After name approval from ROC, the next step is to

draft MoA & AoA. The subscriber needs to specify (http://twittercounter.com/C
Name, Address, and Occupation in his own SMeenal?
handwriting & sign the subscription pages of MoA & utm_source=referring%2Bsit
AoA. es&utm_medium=organic%2
Blinks&utm_campaign=twitte
Step 5. Filing of eforms with rcounter%2Bbutton)
RoC (Registrar of RECENT COMMENTS

Companies)
Following Forms to be filed/uploaded on the MCA CS Meenal Abhyankar
Website. (http://www.abhyankarcs.co
m) on Relaxation of
Form INC2 : For application of Incorporation additional fees and
of the Company extension of last date of
filing in AOC4 MGT7
i) Mandatory attachments to eform INC2 (http://blog.abhyankarcs.co
1. Memorandum of Association india/relaxtionadditional
feesextensionlastdate
2. Articles of Association filingaoc4mgt
7/commentpage
3. Proof of identity of member and nominee
1/#comment36855)
4. Residential proof of Member and nominee
CS Meenal Abhyankar
5. Copy of PAN card of member and nominee (http://www.abhyankarcs.co
m) on How to verify if a
6. Consent of nominee in Form No. INC3 Company is Registered with
7. Affidavit from the subscriber and first RoC / MCA / Government?
Director to the memorandum in Form NO.
INC9
india/howtoverifyifany
8. Specimen Signature in Form No. INC10 companyisreallya
registeredone/comment
9. Consent to act as Director of company in DIR page1/#comment36854)
2 format
CS Meenal Abhyankar
10. Proof of Registered Office address (http://www.abhyankarcs.co
(Conveyance/ Lease deed/Rent Agreement m) on Procedure of OPC
(One Person Company)
etc. along with rent receipts)
Formation, in India
11. Copies of the utility bill (proof of evidence of (http://blog.abhyankarcs.co
any utility service like telephone, gas m/companyformationin
india/procedureofopc
electricity etc. depicting the address of the
onepersoncompany
premises not older than two months is
formationin
required to be attached).
india/commentpage
12. Proof that the Company is permitted to use 1/#comment36840)
the address as the registered office of the CS Meenal Abhyankar

Company if the same is owned by any other (http://www.abhyankarcs.co
entity/Person (not taken on lease by m) on Procedure of OPC
company) (One Person Company)
Formation, in India
13. Declaration by Professional in INC8 (http://blog.abhyankarcs.co
14. Particulars of Subscriber to Memorandum and
Articles of association onepersoncompany
formationin
Step 6. Payment of RoC Fees india/commentpage
& Stamp Duty 1/#comment36839)
CS Meenal Abhyankar
After filing of documents online, we need to make payment of m) on Importance of Annual
RoC fees and Stamp Duty electronically which is based upon filing with RoC for a Private
the Authorised Capital of the Company. Limited Company
Step 7. Verification of m/companyformationin
india/importanceofannual
documents/forms by RoC filingwithrocfora
privatecompany/comment
After payment of all RoC Fees & Stamp duties, RoC page1/#comment36838)
verifies/scrutinises all the documents and form and
may suggest few changes to be made in the CS Meenal Abhyankar
attachments or form itself. We need to make necessary
m) on Foreign Direct
changes accordingly.
Investment (FDI) in India –
Reporting & Compliance
Step 8. Issue of Certificate of (http://blog.abhyankarcs.co
Incorporation by RoC m/companyformationin
india/foreigndirect
Once all the Forms are duly approved by RoC, the investmentreporting
digitally signed “Certificate of Incorporation” is compliance/commentpage
emailed to the Directors. 1/#comment36837)
CS Meenal Abhyankar
As part of the Green Initiative by the MCA (Ministry of (http://www.abhyankarcs.co
Corporate Affairs), few Certificates including m) on Annual Filing for LLP
“Certificate of Incorporation” are now issued only in (Form 8 & Form 11) due
the electronic format i.e. softcopy (having digital dates
signature of RoC Registrar). Once the Incorporation (http://blog.abhyankarcs.co
Certificate is received, Company can start it’s m/companyformationin
operations. india/llpform8
form11/commentpage
The Certificate of Incorporation (CoI) received in the 1/#comment36836)
.pdf (which opens in “Adobe Reader”) format, may
CS Meenal Abhyankar
display “Validity Unknown” for the Digital
Signature. Please follow the steps mentioned here
m) on How to check name
(http://blog.abhyankarcs.com/companyformationin
availability for the Private
india/proceduretovalidatethesignatureonthecertificate
company or LLP with ROC /
ofincorporationvalidityunknown/) to validate the same.
MCA?
Post Incorporation m/companyformationin
Formalities for OPC india/howtocheck
proposedcompanyllp
nameavailability/comment
According to New Companies act, 2013, after
page1/#comment36835)
incorporation of every company, it shall be required to
follow the provisions of the Act. Following are the CS Meenal Abhyankar
immediate requirement to be followed mandatorily, (http://www.abhyankarcs.co
m) on MCA21 – Updated
A) To apply for shop act licence, PAN TAN Phone Numbers of DIN Cell
Help Desk / MCA21 Service
B) To open Current Bank account Related Complaints
C) To pay subscription money with Current Bank india/mca21updated
account phonenumbersofdincell
helpdesk/commentpage
D) To issue Share certificate to subscriber by company 1/#comment36834)
CS Meenal Abhyankar
D) To file eform INC21 (Certificate of
Commencement of Business) with Registrar of m) on Annual Filing for LLP
Companies within 180 days from the date of (Form 8 & Form 11) due
incorporation. Refer (Note No. 1) dates
Note : m/companyformationin
india/llpform8
1. Filing of eForm INC21 with Registrar of Companies form11/commentpage
1/#comment36833)
Pursuant to Section 11 (1) (a) of the Companies Act, 2013,
company having share capital shall not commence any business
or exercise any borrowing powers unless a declaration is filed RECENT POSTS
by a director with the Registrar that every subscriber to the
Relaxation of additional
memorandum has paid the value of the shares agreed to be
fees and extension of last
taken by him and the paid up capital of the company is not less
date of filing in AOC4 MGT
than Rs. 1 lakh in case of a private limited company.
7
Hence, the company shall file eform 21 with the Registrar of
Companies within 180 days of date of incorporation of the
india/relaxtionadditional
company.
feesextensionlastdate
filingaoc4mgt7/) October
Annual Return Filing for 28, 2016
OPC Relaxation of additional
fees and extension of time
Annual Return (Section 92)
for filing of eforms
Every company shall prepare an annual return in the
prescribed form containing the particulars as they india/relaxationadditional
stood on the close of the financial year regarding— feesextensiontime/) June
1, 2016
(a) its registered office, principal business activities,
particulars of its holding, subsidiary and associate New Simplified Process of
companies, Incorporation of Company
in India
(b) its shares, debentures and other securities and
shareholding pattern; (c) its indebtedness;
india/newsimplified
processofincorporationof
(d) its members and debentureholders along with
companyinindia/) June 8,
changes therein since the close of the previous
2015
financial year;
THE COMPANIES
(e) its promoters, directors, key managerial personnel (AMENDMENT) ACT, 2015
along with changes therein since the close of the – Highlights
previous financial year; (http://blog.abhyankarcs.co
india/thecompanies
(f) meetings of members or a class thereof, Board and amendmentact2015/) June
its various committees along with attendance details; 8, 2015
Procedure of OPC (One
(g) remuneration of directors and key managerial
Person Company)
personnel;
Formation, in India
(h) penalty or punishment imposed on the company, m/companyformationin
its directors or officers and details of compounding of india/procedureofopc
offences and appeals made against such penalty or onepersoncompany
punishment; formationinindia/) May 4,
2015
(i) matters relating to certification of compliances,
disclosures as may be prescribed;
ARCHIVES
(j) details, as may be prescribed, in respect of shares Select Month
held by or on behalf of the Foreign Institutional
Investors indicating their names, addresses, countries
SEARCH
of incorporation, registration and percentage of
shareholding held by them; and Search
(k) such other matters as may be prescribed, PAGES
The annual return shall be signed by the company secretary, or About me
where there is no company secretary, by the director of the (http://blog.abhyankarcs.co
company. m/companyformationin
indiacompanysecretary
Financial Statement (Section 134) pune/)
Financial statements of a one person company need to
TO READ ON THIS BLOG..
be filed with the Registrar, after they are duly adopted
by the member, within 180 days of closure of financial Affidavit for DIN1, Annual filing with
year along with all necessary documents. RoC, Certification by CS,
Certification for DIN1, Change
• The financial statement, signed by one director, for company information, check
submission to the auditor for his report thereon. legality,
• The report of the Board of Directors to be attached to
companies act
the financial statement. 2013, Company
Formation,
• Board of Directors Report of OPC means a report company law
containing explanations or comments by the Board on compliance in
every qualification, reservation or adverse remark or pune, Company
disclaimer made by the auditor in his report.
Registration
• Filed with ROC within 180 days from the closure of
Procedure,
the financial year.
Compliance Audit,
Compliance
• Financial statement, may not include the cash flow certificate, Corporate
statement. compliance,
Corporate legal
compliance, digital signature
Frequently Asked Questions validity unknown incorporation
certificate pdf, DIN1 Changes, DIN1

(FAQ’s) on OPC Notification by MCA, Director NOC,
Download Company bill 2012,
Q1. What is a One Person Company?
Foreign Direct
Ans. As per Section 62 of Companies Act, 2013, One Investment in India,
Form18 MCA Notification changes,
Person Company means a company which has only one
person as a member. One Person Company is popularly how to change
known as OPC. registered office of
company, How to register
Q2.Who is eligible to incorporate OPC? How to
india company,
start a Company,
Ans. A natural person who is an Indian citizen and Incorporate a Company in Pune,
resident in India: LLP advantages, LLP
Annual filing, LLP
(a) shall be eligible to incorporate a One Person
compliance, LLP formation
Company;
procedure, LLP for small
(b) shall be a nominee for the sole member of a One business, LLP in
Person Company. India, MCA21 DIN Cell, MCA
Helpdesk Phone Number, MCA User
(Resident means a person who has stayed in India for old vs
Complaints & Grievance,
period of not less than 182 days in the immediate new provision of
preceding Financial Year) companies act 2013,
One Person
Q3. How many OPC’s can one person incorporate?
Company, Pune
Company Registration,
Ans. A person cannot incorporate more than one, One
Person Company.
Register
Company in
Q4. What are the nomination requirements? india, Register
Company in Pune,
Ans. A subscriber to memorandum of a OPC shall Register LLP, ROC
nominate a person to become the member of OPC in compliance, Situation of
the event of subscriber’s death or his incapacity to Registered Office, Start business in
contract. Pune, Start LLP In india,
Q5. Whether prior consent of nominee shall be

yearly legal
required to become a nominee?
compliance,
Ans. Prior written consent of nominee shall be COPYRIGHT NOTICE

required. © Company Formation /
Registration / Incorporation
Q6. Can nominee withdraw his/her consent? in India a Blog by CS Meenal
Abhyankar.
Ans. Nominee can withdraw his consent by giving a Unauthorized use and/or
notice in writing and subscriber shall nominate duplication of the
another person within 15 days on the receipt of Articles/Information from
withdrawal. this blog is strictly prohibited.
Q7. Can subscriber change nominee?
Ans. Yes. The subscriber or member of a One Person

Company may, by intimating in writing to the
company, change the name of the person nominated by
him at any time for any reason including in case of
death or incapacity to contract of nominee and
nominate another person after obtaining the prior
consent of such another person.
Q8. What if subscriber ceases to be member, in the
event of death?
Ans. If subscriber ceases to be member then his

nominee becomes the member of such One Person
Company and such new member shall nominate
another person as nominee within 15 days of becoming
the member.
Q9. Can OPC be converted itself into a public limited

company or private limited company?
Ans. Yes, OPC can be converted itself into a public

limited company or private limited company. No such
company can convert voluntarily into any kind of
company unless 2 years have expired from the date of
incorporation, except in cases where capital or
turnover threshold limits are reached.
Q10. Can private Limited company convert into OPC?
Ans. Yes. As per Companies (Incorporation Amendment

Rules, 2015, a private company other than a company
registered under section 8 of the Act having paid up share
capital of fifty lakhs rupees or less and average annual turnover
during the relevant period is two crore rupees or less may
convert itself into One Person Company by passing a special
resolution in the general meeting.
Q11. Under what circumstances OPC shall be liable to
convert itself into a public limited company or private
limited company?
Ans. OPC shall be liable to convert into Public limited
company or private limited company where the paid up
share capital of OPC exceeds Rs. 50 lakhs or its average
annual turnover of last three years exceeds Rs. 2 crore
it shall cease to be entitled to continue as a One Person
Company. OPC can be converted into Private or Public
company after two years from the date of incorporation
of OPC.
Q12. What are the compliances to be followed after
conversion of OPC into a public limited company or
private limited company?
Ans. Refer below compliances
i) Alter its memorandum and articles by passing an

ordinary or special resolution
ii) Intimate to ROC within 30 days that it ceased to be
OPC.
iii) OPC can get itself converted into a private limited

or public limited after increasing minimum number of
members & directors to two or minimum to seven
members & three directors.
Q13. What are the naming guidelines for OPC?
Ans. The same naming guidelines which are applicable
to private limited or public limited company are
applicable to OPC.
Q14. What are the secretarial compliance

applicable for OPC?
Ans.The OPC shall be deemed to have complied with

the provisions of holding board meeting if at least one
meeting of board of directors has conducted in each
half of the calendar year and the gap between the two
meetings is not less than 90 days. If OPC has only one
director on its board of directors, the provision shall
not apply.
The OPC shall not be required to hold Annual general
meeting in each year. The provisions of calling of Extra
Ordinary General meeting, notice of General meeting,
statement to be annexed to the notice, quorum,
chairman, proxy for the meetings, restrictions on
voting rights, postal ballot, circulation of members’
resolution are not applicable.
The financial statement of OPC may not include the

Cash Flow Statement.
After incorporation of OPC, the company shall paint or
affix its name as “One Person Company” in brackets below
the name of the company.
Q15. Can I convert my Proprietorship business
to OPC? Since I have already established brand
name can I retain the same name while
registering for OPC?
Ans. Yes, surely you can convert proprietorship firm to
OPC and can retain the same name while registering
for OPC.
Q16. Can I nominate my friend or family

member ?
Ans. Yes member can nominate his friend, spouse,

relative.
Q17. What is a difference between One Person

Company and a Proprietorship concern? What
is recommended? Could you specify some
comparison points? advantages and drawbacks
of both?
a) Proprietorship firm is single person firm, where the
liability is not defined, it is unlimited and in case of
OPC liability of member is limited.
b) Firm is not separate legal entity. OPC is legal entity
and has perpetual succession
c) Being OPC, member can represent his company.
d) In case of OPC, on the demise of the original One
Person Company (OPC) director, the nominee director
will manage the affairs of the company till the date of
transmission of shares to legal heirs of the demised
member. This is not possible in case of proprietorship
firm.
Q18. Can I sell my OPC to another person?
Ans. Yes, you can sell OPC to another person.
Q19. Can I purchase already established OPC

from another person?
Ans. Yes, you can purchase already established OPC

from another person.
Q20. I am a 15 year old student. Can i start my
own OPC in Software Development? Initially I
would like to register a OPC, once the business grows
can I convert it to a Private company or LLP?
Ans. For being member of OPC, one should have
completed 18 years of age.
Q21. If I am a director, can I appoint another

partner as a sleeping partner in OPC?
Ans. No, appointment of sleeping partner in OPC is

not possible
Q22. If my OPC makes a loss, still I need to file
the Statutory returns with the RoC?
Ans. Yes, though there is no business transaction

during the year till end of financial year, annual filing
must be done on time.
Q23. Do I need to apply for the Shop Act

Establishment License, once registered as
OPC?
Ans. Yes, in Maharashtra, as per Bombay Shop and

Establishment Act, OPC must apply for shop act
licence.
Q24. What is the Statutory return filing

frequency? Is it annual ?
Ans. Financial statements of a One Person Company

need to be filed with the Registrar of Companies (RoC),
after they are duly adopted by the member, within 180
days of closure of financial year.
Q25. What are the different Taxes I have to pay
for OPC?
Ans. Director shall pay Profession tax, Income tax to

the Government.
Q26. Do I need to apply for IEC for exporting

Software once the OPC is registered?
Ans. Yes, OPC can make application for IEC license

(Importer Exporter Code).
Q27. Can OPC become a member of another

Private Limited company
Ans. Yes, there is no restriction with respect to OPC
becoming a member of Private Limited company.
Q28. Can member of OPC incorporate a
company outside India?
Ans. Yes, a member of OPC can incorporate a

company outside India.

*******************************************************
**********
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appreciate if you could share/like it or leave a
comment. Thank you for visiting my blog.

Legal Disclaimer:
The information / articles & any replies to the comments on
this blog are provided purely for informational and educational
purposes only & are purely based on my understanding /
knowledge. They do not constitute legal advice or legal
opinions. The information / articles & any replies to the
comments are intended but not promised or guaranteed to be
current, complete, or uptodate and should in no way be
taken as a legal advice or an indication of future results.
Therefore, I can not take any responsibility for the results or
consequences of any attempt to use or adopt any of the
information presented on this blog. You are advised not to act
or rely on any information/article contained without first
seeking the advice of a Practicing Professional.
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120 THOUGHTS ON “PROCEDURE OF OPC (ONE

PERSON COMPANY) FORMATION, IN INDIA”
Conversion of Proprietorship to OPC is
possible ?
JAVED
IF yes, How ?
January 3, 2017
6:07 pm Reply (#comment36803)
formationin
onepersoncompany
formationin
india/#comment
36803)
Yes, Same as per conversion of
Proprietorship firm into Private Ltd
CS
Company.
Meenal Abhyankar
Reply (#comment36839)
(http://www.abhyankarcs.com)
January 9, 2017
5:19 pm
formationin
onepersoncompany
formationin
india/#comment
36839)
Hello Meenal Mam,
Vishesh H
I just wanted clarifications regarding the
Shah
following things of an OPC which was
January 3, 2017
3:35 pm registered in April 2015 with One Director:
formationin
india/procedureofopc 1. is ADT 1, AOC 4 and MGT 7 are
onepersoncompany mandatory for filing with ROC?
formationin
india/#comment
36802) 2. What are the due dates for filing the
above forms and fees applicable for them?
3. Is conducting an AGM mandatory? If yes
then can the AGM be conducted within 9
months from the end of financial year as it
is the first AGM.
Thanks in Advance.
ADT1 AOC4 MGT7 is mandatory for
filing with ROC.
CS
December 2016 is due date of holding
Meenal Abhyankar
first AGM and filing within 30 days
January 9, 2017
from date of AGM.
5:35 pm First AGM is mandatory to appoint
statutory auditor .
formationin
india/procedureofopc Reply (#comment36840)
onepersoncompany
formationin
india/#comment
36840)
Can i start 2 to 3 numbers of buiseness in
opc .
abhigyan
December 17, 2016 Reply (#comment36503)
10:35 am
formationin
onepersoncompany
formationin
india/#comment
36503)
If the business activities are more or
less similar or related can be covered in
CS
one OPC.
Meenal Abhyankar
December 19, 2016
4:52 pm
formationin
onepersoncompany
formationin
india/#comment36539)
Dear madam i just want to know about how
we appoint an auditor in case of one person
CA
company as there is no AGM.
GAURAV GUPTA
December 1, 2016
1:24 pm FOR FY 201617 (SECOND FINANCIAL
YEAR OF CO.)
formationin
onepersoncompany
formationin
india/#comment
36206)
In OPC, statutory auditor shall be
appointed in first AGM (Annual
CS
General meeting) of company as per
Meenal Abhyankar
Section 139 ( This section is applicable
to all companies including OPC) for
December 7, 2016
3:23 pm five financial years. Thereafter
formationin
company shall hold Board meeting for
india/procedureofopc finalisation of financial statements of
onepersoncompany
company as per Section 134. OPC shall
formationin
india/#comment36331) not be required to hold AGM every
year as per Section 96. Hence auditor
shall be appointed after completion of
first five years in 2nd AGM. This is my
opinion based upon the provisions
given under Companies Act 2013.
so if i am going by your comment i
have to hold first AGM for
GAURAV
appointing Stat Auditor ?????????
GUPTA
3:44 pm
formationin
onepersoncompany
formationin
india/#comment
36340)
Yes
Reply (#comment
CS
36348)
Meenal Abhyankar
December 7, 2016
4:34 pm
formationin
onepersoncompany
formationin
india/#comment
36348)
Dear mam,
Srishti
what is the procedure to appoint a
December 8, 2016
3:44 pm director in OPC??
formationin
onepersoncompany
formationin
india/#comment
36383)
DSC and Approved DIN is
required. OPC will hold
CS
board meeting and appoint
Meenal Abhyankar
new director by passing
December 12, 2016
board resolution, file eform
3:09 pm DIR12 with ROC within 30
days of appointment.
formationin
india/procedureofopc Reply (#comment
onepersoncompany
36435)
formationin
can i start more buiseness in one opc…..
abhigyan
November 29, 2016
9:53 pm
formationin
onepersoncompany
formationin
OPC is formed with specific object
because it is controlled and run by one
CS
member only. It would be advisable to
Meenal Abhyankar
do specific business in one OPC.
3:25 pm
formationin
onepersoncompany
formationin
Very informative and concise article on
OPC.
Bala
November 23, 2016
7:13 pm The Minimum Requirements mentions that
formationin
india/procedureofopc – Minimum 1 Director
onepersoncompany – Minimum 1 Member
formationin
That means there can be more than one
Director.
I need clarifications on
1) Whether my wife can be a Director in
addition to me in the OPC that is formed by
me?
2) Simultaneously whether I can be a
Director in the OPC that is formed by by
wife?
Yes. 1) In OPC there can be more than
one director. 2) Yes
CS
Meenal Abhyankar
November 25, 2016
5:01 pm
formationin
onepersoncompany
formationin
india/#comment
36073)
Dear madam,
I have incorporated an OPC and My Mrs. is
SANDIP
the Director of the company & 100% Share
MAITI
holder.
November 23, 2016
11:23 am
I am working in other private limited
formationin
india/procedureofopc company .
onepersoncompany Kindly advice for the following :
formationin
1.0 Salary fixing procedure of director (
approx profit 1.3 L /PM . can director get
salary Rs 40000/month
2.0 Procedure for Approval of HR policy,
Employee engagement.
3.0 Procedure for engaging new director and
transfering 49% share to the new director.
Thanks and regards
1. OPC will Pass board resolution for
salary payment and approval of HR
CS
policy and appointment of new director
Meenal Abhyankar
2. Transfer of 49 % to new director is
no possible because it is OPC. In OPC
December 12, 2016
3:15 pm there is only one member.
formationin Reply (#comment36437)
onepersoncompany
formationin
Great article. Can OPC have employees. If I
start an OPC (director), can I pay myself a
Vijay
fixed salary. Also, I am planning to make my
(http://vijayt.com)
November 18, 2016
wife as nominee director. Can I pay her
9:43 pm fixed salary? Thanks.
onepersoncompany
formationin
india/#comment
35940)
yes OPC can have number of
employees. Director can be paid salary
CS
/ remuneration. Nominee can become
Meenal Abhyankar
director and can be paid as salary or
remuneration.
December 7, 2016
formationin
onepersoncompany
formationin
if i want to make opc how much money is
required for registation and other think in
ayush
formaction
gupta
October 5, 2016 Reply (#comment35245)
7:52 pm
formationin
onepersoncompany
formationin
Please call me.
CS
Meenal Abhyankar
October 7, 2016
3:28 pm
formationin
onepersoncompany
formationin
what is minimum authorised share capital
required for formation of one person
pari patel
company?
August 29, 2016
5:08 pm
whether its 100000(one lacs only) or 10,
formationin
india/procedureofopc 000(ten thousand)
onepersoncompany
formationin
india/#comment pls respond me
34705) Reply (#comment34705)
For OPC Authorised capital
requirement is Rs. 1 Lakh.
CS
Meenal Abhyankar
September 1, 2016
5:16 pm
formationin
onepersoncompany
formationin
india/#comment
34798)
HI Meenal, thanks for sharing this
thoughtful article. Just wanted to confirm
Aman
whether declaration in INC8 is applicable
Gupta
August 28, 2016
in case of OPC. I think certification by
12:22 pm professional is not required in INC2. Please
confirm.
formationin
onepersoncompany
formationin
india/#comment
34687)
In case of OPC, declaration in INC8 is
applicable.
CS
Meenal Abhyankar
September 1, 2016
5:10 pm
formationin
onepersoncompany
formationin
Hello Meenal
Siddharth
August 11, 2016
3:16 pm
formationin You have been very insightfull and clear in
onepersoncompany sharing details on OPC. I have a small
formationin doubt, I am registering an OPC and a
Proprietory firm for disctinct businnesses.
Both firms would be in client vendor
arrangement. However I would be also
partnering my OPC with other PVT ltd
company. Can I partner my OPC under the
aforesaid arrangements.
Regards
Sidd
OPC can become member or partner in
other Private Limited company.
CS
Meenal Abhyankar
August 11, 2016
3:37 pm
formationin
onepersoncompany
formationin
Mam,
Hope the Director of OPC is called as
Nithin
Member of OPC or do you mean the
August 5, 2016
9:25 pm Nominee is called Member?
formationin
india/procedureofopc or is Member itself another person other
onepersoncompany than Director and Nominee?
formationin
Thanks & regards,
In OPC only one member is allowed. In
most of the cases, director and member
CS
is same. Nominee will automatically
Meenal Abhyankar
become member after death of
August 10, 2016
member.
formationin
onepersoncompany
formationin
Mam,
you’ve mentioned one stage minimum
capital required is Rs.10,000/ to
Nithin incorporate an OPC, but also you’ve
August 5, 2016 mentioned 1 lakh minimum required for
9:16 pm
PAID UP CAPITAL,
formationin So could please clarify the difference?
onepersoncompany Reply (#comment34230)
formationin
india/#comment
34230)
As per Company (Incorporation Rules)
2014, minimum authorised capital of
CS
private limited company shall be Rs. 1
Meenal Abhyankar
lakh. The paid up capital can be below
Rs. 1 lakh as per circular issued by the
August 10, 2016
4:18 pm Government.
onepersoncompany
formationin
india/#comment
34328)
For opc of only one person who already have
his pan needs to apply another pan by name
nitin
of his opc?
July 17, 2016
3:47 am Reply (#comment33901)
formationin
onepersoncompany
formationin
OPC is legal entity hence PAN in the
name of OPC shall be required.
CS
Meenal Abhyankar
July 19, 2016
2:02 pm
formationin
onepersoncompany
formationin
Great and informative.
Madam, i am to startup OPC, with
S G
international buyers and sellers.
Ramesh
July 15, 2016
is that allowed to do business all over the
9:07 am world?
Gate way of payment in all currencies will
formationin
onepersoncompany be through me.
formationin
india/#comment Is such business procedure is authorised
33863) and allowed in the OPC?
Please clarify.
You can register OPC in India and do
business all over the world but in that
CS
case your object should specify this.
Meenal Abhyankar
July 19, 2016
2:07 pm
formationin
onepersoncompany
formationin
ma’am,
After open OPC,
ajay
July 5, 2016
Is CA is mandatory to maintain Co account?
3:07 pm If yes than what scope comes his under and
how much (approx.) CA charge.
formationin
onepersoncompany
formationin
india/#comment
33680)
CA has to maintain OPC accounts. The
charges of CA will differ from one
CS
professional to another. It would be
Meenal Abhyankar
advisable to check with CA.
July 19, 2016 Reply (#comment33936)
2:56 pm
formationin
onepersoncompany
formationin
Is obtaining DIN is mandatory for nominee
?
Nitin
Can Form 3 be filled with PAN only ?
June 23, 2016
formationin
onepersoncompany
formationin
DIN for nominee in case of formation
of OPC is not mandatory. INC3 can be
CS
filed with nominee’s pan and address
Meenal Abhyankar
proof details.
2:53 pm
formationin
onepersoncompany
formationin
dear mam,
i am 18 years old and i am planing to start a
suhail
June 22, 2016
eccommerce site but i do not have one lakh
12:12 am as share capital what shall i do
onepersoncompany
formationin
One lakh capital is minimum
requirement of authorised capital for
CS
Private limited company. You may
Meenal Abhyankar
show paid up capital below Rs. 1 lakh at
the time of incorporation.
June 22, 2016
formationin
onepersoncompany
formationin
india/#comment
33385)
Dear Mam
Parul
Also guide me that INC22 should be filed
Gupta
subsequent to incorporation or along with
June 3, 2016
4:53 pm INC2.
formationin
onepersoncompany
formationin
INC2 is the only form of submitting
with ROC. INC22 is not required.
CS
Meenal Abhyankar
June 11, 2016
1:19 pm
formationin
onepersoncompany
formationin
india/#comment
33188)
Dear Mam
Parul
Please guide me in case of OPC if the sole
Gupta
member himself is the director then is there
June 3, 2016
4:45 pm any requirement of filing DIR12 or not?
formationin
onepersoncompany
formationin
No.
CS
Meenal Abhyankar
June 6, 2016
12:28 pm
formationin
onepersoncompany
formationin
There is a mention of Limited Liability in
OPC. What does this mean and to what
Anurag
extend the liability a person is responsible
Agrawal
e.g opening amount of the company say Rs
June 1, 2016
3:40 pm 1L?
onepersoncompany
formationin
india/#comment
32840)
Limited liability means owner is liable
to the extent of his shares in OPC.
CS
Meenal Abhyankar
June 6, 2016
5:27 pm
formationin
onepersoncompany
formationin
india/#comment
33049)
Hello ma,am
Can you please guide as during the time of
Urvashi
incorporation of OPC the Director stayed in
May 28, 2016
4:35 pm India for more than 182 days in India in the
formationin
preceding one calendar year as per the the
india/procedureofopc companies act definition, but is it
onepersoncompany
compulsory that the Director stays in India
formationin
india/#comment32692) after its incorporation also and fulfill the
condition of resident in India??
The Director has to fulfill the condition
of resident in India every year.
CS
Meenal Abhyankar
June 11, 2016
12:51 pm
formationin
onepersoncompany
formationin
thanks for detail explanation. it will help a
lot.
Hita
can you pls help me out with format of MOA
Desai
May 26, 2016
& AOA?
formationin
onepersoncompany
formationin
You can get MOA AOA format from
Companies Act 2013 Table.
CS
Meenal Abhyankar
May 26, 2016
3:01 pm
formationin
onepersoncompany
formationin
great effort. really appreciated. it does
provide a solid basis to start working
towards company incorporation. wish you all
Sharadananda
the very best. have a nice day! :’)
Mondal
May 22, 2016 Reply (#comment32526)
10:17 am
formationin
onepersoncompany
formationin
Thank you for nice comment.
CS
Meenal Abhyankar
June 14, 2016
12:42 pm
formationin
onepersoncompany
formationin
Please explain the Procedure of Share
Allotment after incorporation of OPC
Shailender Singh
May 2, 2016
2:41 pm
formationin
onepersoncompany
formationin
india/#comment
32030)
Once the amount will be deposited in
Bank, the company will hold Board
CS
meeting and pass board resolution for
Meenal Abhyankar
share allocation.
May 9, 2016 Reply (#comment32199)
2:26 pm
formationin
onepersoncompany
formationin
Can i start one person company
Kayyum
Hasan Bagwan
April 25, 2016
3:19 pm
formationin
onepersoncompany
formationin
Yes you can decide to form OPC , please
follow the process as specified on my
CS
blog.
Meenal Abhyankar
September 2, 2016
3:58 pm
formationin
onepersoncompany
formationin
india/#comment
34824)
thank you for sharing this knowledge. it is of
a great use to me
teja
April 20, 2016 Reply (#comment31875)
10:59 pm
formationin
onepersoncompany
formationin
Thank you for comment.
CS
Meenal Abhyankar
July 27, 2016
5:29 pm
formationin
onepersoncompany
formationin
india/#comment
34074)
Hello Meenal,
I have an OPC company incorporated
VenkatRam
during sept’2015. Currently we are planning
April 13, 2016
12:49 pm to change company name without any
changes to the nature of business nor an
formationin
india/procedureofopc entity (OPC). Can that be done? If yes, will
onepersoncompany appreciate your inputs for this process.
formationin
india/#comment31664) Thanks in advance.
Yes you can change company’s name
without changing object.
CS
Meenal Abhyankar
July 27, 2016
3:07 pm
formationin
onepersoncompany
formationin
india/#comment
34066)
very useful …. thank you
In form INC2 the attachment contains form
jaydev
INC3 which is available as eform than how
shukla
it could be attached with INC2 ?
April 6, 2016
formationin
onepersoncompany
formationin
INC3 is pdf format, just take print out
after filling up the form and get
CS
signature of nominee and the attach
Meenal Abhyankar
scan copy to INC2.
June 22, 2016 Reply (#comment33395)
2:14 pm
formationin
onepersoncompany
formationin
Great effort
Naveen
March 31, 2016
8:28 pm
formationin
onepersoncompany
formationin
Thank you
CS
Meenal Abhyankar
June 28, 2016
3:32 pm
formationin
onepersoncompany
formationin
Whats the taxation procedure for an opc? Is
there tax procedure is same as private co. Or
utsav
individual tax rates apply ???
singh
March 4, 2016 Reply (#comment30616)
9:07 pm
formationin
onepersoncompany
formationin
Same tax rates applicable to OPC as
applicable to Private Limited company.
CS
Meenal Abhyankar
June 11, 2016
11:27 am
formationin
onepersoncompany
formationin
Dear Madam,
Very expressive and informative article. All
Datta
doubts are clear now.
Nagare
February 27, 2016 Reply (#comment30489)
3:17 pm
formationin
onepersoncompany
formationin
india/#comment
30489)
Thank you
CS
Meenal Abhyankar
June 11, 2016
10:26 am
formationin
onepersoncompany
formationin
I got great knowledge about this and please
help me FOREIGNER CAN BE DIRECTOR
Sanjay
IN INDIAN OPC COMPANY
Sinha
February 13, 2016 Reply (#comment30259)
9:07 pm
formationin
onepersoncompany
formationin
india/#comment
30259)
Only Indian citizen and resident of
India is allowed to be director of OPC.
CS
Meenal Abhyankar
June 6, 2016
5:09 pm
formationin
onepersoncompany
formationin
india/#comment
33038)
EXCELLENT ARTICLE . NO FURTHER
COMMENT . MANY THANKS
DEBASISH BASU
February 4, 2016
11:51 pm
formationin
onepersoncompany
formationin
Thank you
CS
Meenal Abhyankar
February 8, 2016
4:48 pm
formationin
onepersoncompany
formationin
india/#comment
30218)
Dear Madam,
Please let me know the 3 things regarding
OPC registration,
1. Minimum Time required for registration
SAMBHAJI if member is having DSC(Cat2)?
KADAM 2. How much the total registration cost
January 20, 2016 (Govt fees) for OPC?
4:47 pm
3. can we keep two director in OPC
formationin (including owner member)? and if yes then,
onepersoncompany is it mandatory to have DSC of other
formationin director too?
india/#comment
30093) Reply (#comment30093)
1. 20 days maximum 2. Rs. 1000 for
name application and Rs. 4500/
CS
including stamp duty if authorised
Meenal Abhyankar
capital is Rs. 1 lakh 3. Yes you can keep
two directors and other director should
January 21, 2016
3:28 pm apply for DSC if he does not have DIN.
onepersoncompany
formationin
india/#comment
30108)
Hello,
Is submitting INR3 Nominee consent form
Mukul
mandatory? I think we submitted nominee
January 20, 2016
4:37 pm declaration form while incorporation but
now the Bank where we are opening the
formationin
india/procedureofopc account is asking for INC3 form. Can you
onepersoncompany
formationin
please let us know if that’s a mandatory to
india/#comment submit?
30092)
If the member has decided to appoint
nominee then INR 3 is mandatory to
CS
submit to ROC.
Meenal Abhyankar
January 21, 2016
3:29 pm
formationin
onepersoncompany
formationin
india/#comment
30109)
Hi Madam,
As conducting of AGM is not compulsory to
an OPC, hence while filing the form AOC4
Nikhil we are selecting the option of AGM date not
Mukesh. K.A applicable. However for appointment of
December 23, 2015 auditor we have to put the AGM date. How
6:49 pm
to comply with the provisions when AGM in
formationin itself is not mandatory to an OPC
onepersoncompany Reply (#comment29817)
formationin
Yes as you said is correct. But if the
auditor is not appointed in board
CS
meeting earlier, then company is
Meenal Abhyankar
required to appoint him in general
meeting and specify his details in AOC
January 1, 2016
3:07 pm 4. Therefore you need to hold AGM and
show appointment.
formationin
onepersoncompany
formationin
india/#comment
29895)
It attestation of document from Gazetted
officer is mandatory for OPC registration?
Nadeem
Pls guide
November 30, 2015
2:49 pm Thank you
Nadeem
formationin
onepersoncompany
formationin
india/#comment
29558)
no
CS
Meenal Abhyankar
December 1, 2015
11:01 am
formationin
onepersoncompany
formationin
Hii Meenal..
Kashish
Your article is too good for understanding
November 20, 2015
11:17 am the provisions relating to OPC. One general
doubt. During the process of incorporation
formationin
india/procedureofopc are we required to submit any document
onepersoncompany relating the bank account of the proposed
formationin
india/#comment company also. Means for showing the initial
29460) paid up capital of one lakh. Thanks.
No. The company needs to show paid
up capital in Memorandum of
CS
Association.
Meenal Abhyankar
November 20, 2015
1:07 pm
formationin
onepersoncompany
formationin
Regarding the clause “resident in India”
(section 149 clause 3), I believe there is a
Arunav
need to submit a declaration by the sole
October 29, 2015
7:00 pm director (in case of OPC) in a stamp paper
formationin
that he has stayed in India for not less then
india/procedureofopc 182 days in the “previous calendar year”.
onepersoncompany
Can you provide a draft format for such a
formationin
india/#comment29236) declaration for a company being
incorporated near the end of 2015 (I believe
it would 182 days in calendar year 2015?).
Also, what should be the value of stamp
paper in which such a declaration should be
made?
Thanks in advance and regards.
Arunav
Based upon, your query my opinion
will be ” Every company shall comply
CS
the provision of Clause 3 of Section 149
Meenal Abhyankar
of Companies Act 2013 while
incorporation and after incorporation.
November 2, 2015
10:53 pm You can just get declaration addressed
to ROC that “the concerned person is
formationin
india/procedureofopc being present in India for more than
onepersoncompany
182 days in the previous calendar year,
formationin
india/#comment hereby enclose the immigration
29283)
details.” I have assumed that the
concerned person has complied this
provision then only this is possible. The
ROC will check it thoroughly
documents , evidence and then decide
about approval.
Very Helpful Article…
Ankit
Madam, Now the requirement of capital
Kumar
1,00,000 Rs. is omitted by Companies
October 17, 2015
12:00 pm (Amendment) Act, 2015.
formationin
india/procedureofopc So Now can we incorporate a OPC with
onepersoncompany capital of Rs. 10,000.
formationin
Thanks in advance.
yes
CS
Meenal Abhyankar
November 2, 2015
11:53 pm
formationin
onepersoncompany
formationin
hi , while forming a company my name was
priya abc .. but since after marriage my
priya
October 6, 2015
name is changed to priya xyz. then what is
11:01 pm the name changing procedure what all the
formationin
doc will be needed in that case.
india/procedureofopc awaiting your reply
onepersoncompany
thanks
formationin
india/#comment Reply (#comment29045)
29045)
First of all you need to inform change
name to Income tax authority for
CS
change in PAN card and other identity
Meenal Abhyankar
proof such as passport , aadhar card etc.
After that you can apply for DIN.
October 16, 2015
11:24 pm
Otherwise with old name on PAN card,
formationin
india/procedureofopc you can apply for DIN along with
onepersoncompany submitting marriage certificate.
formationin
india/#comment29136) Reply (#comment29136)
Hello Meenal,
Is total turnover above 50 Lakhs is required
Tarun
for an OPC to convert into Pvt. Ltd. ? My
Singh
question is Can I convert my OPC into a Pvt.
September 16, 2015
7:56 pm Ltd. within 12 years without a turnover of
50 Lakhs? I am willing to register an OPC.
formationin
india/procedureofopc Thanks.
onepersoncompany
india/#comment
28841)
For conversion of OPC into Pvt. Ltd,
one has to wait for two years also the
CS
OPC shall reach the turnover limit of
Meenal Abhyankar
more than Rs. 2 crores or paid up
capital of Rs. 50 lakh
November 19, 2015
formationin
onepersoncompany
formationin
Hello Madam,
My OPC was registered in bangalore and
Vivek
letter of Incorporation was issued on 36
September 2, 2015
1:10 pm 2015.
I could not open a bank account due to some
formationin
india/procedureofopc reasons.
onepersoncompany
Is there a time frame of 60 days under
formationin
india/#comment28661) which bank account is to be opened.
If then, what should I do now.
Also I wish to know that is it necessary to
have a bank account at place of registration.
For example, I plan to work out of calcutta,
can I open the bank account at calcutta in
place of bangalore.
also will I need to undertake shop
establishment at calcutta even I have
already done that at Bangalore.
Will original PAN/TAN And PT registration
remain valid or will I need to undertake
fresh licences.
Regards
You can open bank account in Calcutta.
You need to obtain PAN TAN and PT
CS
registration.
Meenal Abhyankar
March 30, 2016
5:05 pm
formationin
onepersoncompany
formationin
Madam,
I have found your blog about one person
Chetan
company , very much informative.
Lohia
I have one query. I have a proprietorship
August 28, 2015
5:42 pm concern which I want to convert into a OPC.
There are certain fixed assets
formationin
india/procedureofopc (land/building) owned by the
onepersoncompany
formationin
proprietorship concern. Could the assets be
india/#comment transferred to OPC without having much
28607)
expenses of stamp duty? Please guide
yes
CS
Meenal Abhyankar
November 3, 2015
12:21 am
formationin
onepersoncompany
formationin
Can a person who runs a OPC be a partner
in another partnership firm or is he barred
Dhruba
by any limitation? For ex: A has an OPC
July 20, 2015
12:09 pm named EBS and he also parallely intends to
form a partnership firm with a different
formationin
india/procedureofopc purpose, will he be able to do so? Or are
onepersoncompany
there any restrictions or impediments to the
formationin
india/#comment28142) same?
Yes Person who is director of on OPC
cannot form another OPC but he can be
CS
partner of another partnership firm.
Meenal Abhyankar
February 15, 2016
3:44 pm
formationin
onepersoncompany
formationin
india/#comment
30296)
Hi mam,
Kunal
Is it mandatory to appoint statutory auditor
Paranjape
for One person company or just the
June 22, 2015
12:42 pm provisions related to reappointment of
statutory auditor are not applicable?
formationin
onepersoncompany
formationin
india/#comment
27803)
Since OPC is private Limited company,
it is advisable to appoint statutory
CS
auditor
Meenal Abhyankar
December 8, 2015
5:08 pm
formationin
onepersoncompany
formationin
Madam,
I have received the certificate of
Vivek
incorporation from RoC.Will i need
June 5, 2015
9:17 am commencement of business certificate too?
rgds
formationin
india/procedureofopc Vivek
onepersoncompany
No. As per Notification dated
05.06.2015, eform INC21 is omitted.
CS
Hence there is no requirement to file
Meenal Abhyankar
Form 21 for commencement of
business. After incorporation of
June 12, 2015 Private/ OPC Pvt. Ltd you can
10:31 am
commence your business.
onepersoncompany
formationin
Hi meenal,
Its very long and informative article.. thank
Rajeev
you very much for that.
Koyla
May 31, 2015
5:16 pm I need you help for my unique issue in
forming a OPC?
formationin
india/procedureofopc I want to start a ITES comapny with
onepersoncompany Recruitment/Placement, Development and
formationin
india/#comment27423) Research Services as my business objective
basically it will be a ITES consulting.. If a
client aprroraches for candidates we source
and supply. In the same case if a company
approaches for a software or engg service/
we develop and deploy.
Now as i said In ITES Placement,
Development/Deployment of softwares
being my primary area of business.
What kind of licenses i should be taking to
comply with laws after forming an OPC and
running my company without getting
ditursbed by local officials.
Will you also help me register this company
in Hyderabad?? what would be the charges
for forming an OPC?
Thank you In advance for your Reply which
surely will help many.
regards,
Raj
Sorry for late reply. You may call me i
can help you to register OPC.
CS
Meenal Abhyankar
June 12, 2015
11:26 am
formationin
onepersoncompany
formationin
Hello,
Really a nice article, clear all doubts.
Kuntal
I have a query.
May 26, 2015
11:44 am A person having OCI (Overseas Citizen of
India) card and has not completed 182 days
formationin
india/procedureofopc in india can open OPC?
onepersoncompany
No.
CS
Meenal Abhyankar
December 8, 2015
2:34 pm
formationin
onepersoncompany
formationin
Mam,
for INC 22 proof required should in the
partap
name of company (in case of OPC) that is
May 23, 2015
10:35 am rent deed with rent receipts. Utility bill on
the name of director (also member of OPC)
formationin
india/procedureofopc can be used.
onepersoncompany
india/#comment
27278)
In case of OPC, eform INC22 is not
required. In INC2 the proof of
CS
registered address has to be attached.
Meenal Abhyankar
December 8, 2015
2:16 pm
formationin
onepersoncompany
formationin
I want to apply for Dormant Status of a Pvt.
Co. with paid up cap Rs 1 lacs incorporated
RAMIT
on 20/5/2013. Since its incorporation it has
May 20, 2015
12:56 pm not done any business only few cash
transactions have been made.No annual
formationin
india/procedureofopc filing has been done till date for any
onepersoncompany financial yr. Please let me know whether
formationin
india/#comment before applying for Dormant Status I need
27220) to do annual filing for prev yr. or not or I can
straight away apply for dormant status
without worrying about previous yr. annual
filing??
For making application for Dormant
status, you can file application without
CS
filing pending annual forms.
Meenal Abhyankar
November 30, 2015
2:17 pm
formationin
onepersoncompany
formationin
Under compulsory conversion of OPC into
pvt. co. Rule 6 says if paid up capital exceeds
Nidhi
50 lakhs and avg annual T/O during relevant
Dhabriya
period exceeds 2 cr. it shall cease to be OPC
May 16, 2015
10:29 am
In my case OPC was formed in sept 2014
formationin
india/procedureofopc and its T/O for march 2015 is 9 crores
onepersoncompany
formationin
india/#comment27147) So will my OPC go under compulsory
conversion??
As the definition relevant period says period
of immediately preceeding 3 consecutive
F.Yrs
Yes you can apply for conversion of
OPC into Private Limited as turnover
CS
exceeds Rs. 2 crore.
Meenal Abhyankar
May 20, 2015
9:58 am
formationin
onepersoncompany
formationin
Hi Meenal,
This is a great information. and answers
Deepak
most of the questions for a entrepreneur
May 12, 2015
1:29 pm looking for a startup.
(http://blog.abhyankarcs.com/company Reply (#comment27078)
formationin
onepersoncompany
formationin
india/#comment
27078)
Thanks for your comment
CS
Meenal Abhyankar
May 13, 2015
10:54 am
formationin
onepersoncompany
formationin
india/#comment
27088)
HI mam,
bhavik
Its really nice article and so helpful
prajapaTi
September 18, 2015
10:06 pm
formationin
onepersoncompany
formationin
india/#comment
28859)
Thank you
Reply (#comment
CS
28879)
Meenal Abhyankar
September 21, 2015
4:10 pm
formationin
onepersoncompany
formationin
india/#comment
28879)
can i start company without any capital
atul
May 4, 2015
5:32 pm
formationin
onepersoncompany
formationin
For OPC, the minimum authorised and
paid up capital shall be Rs. 1 lakh. You
CS
cannot start company without capital.
Meenal Abhyankar
May 4, 2015
5:41 pm
formationin
onepersoncompany
formationin
india/#comment
26950)
but madam, is there any other
option without capital to start
Atul
company
May 4, 2015
formationin
onepersoncompany
formationin
no
Reply (#comment
CS
29169)
Meenal Abhyankar
October 17, 2015
12:39 am
formationin
onepersoncompany
formationin
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ABOUT (HTTP://BLOG.ABHYANKARCS.

GET IN TOUCH (HTTP://WWW.ABHYANKARCS.COM/CONTACT/)

05.04.15 PROCEDURE OF OPC (ONE ABOUT ME

(http://blo PERSON COMPANY)

opc-one- Formation / This blog is my sincere effort

company- Incorporation of a OPC procedures & other related

in-india/) in India. about me

Trademarks already registered with the Company

1. As per Section 4(5)(i) of the Companies Act Be the first of your friends to like this

After name approval from ROC, the next step is to

RoC (Registrar of RECENT COMMENTS

the address as the registered office of the CS Meenal Abhyankar

year along with all necessary documents. RoC, Certification by CS,

certificate pdf, DIN1 Changes, DIN1

Q5. Whether prior consent of nominee shall be

Ans. Prior written consent of nominee shall be COPYRIGHT NOTICE

Ans. Yes. The subscriber or member of a One Person

Ans. If subscriber ceases to be member then his

Q9. Can OPC be converted itself into a public limited

Ans. Yes, OPC can be converted itself into a public

Ans. Yes. As per Companies (Incorporation Amendment

i) Alter its memorandum and articles by passing an

iii) OPC can get itself converted into a private limited

Q14. What are the secretarial compliance

Ans.The OPC shall be deemed to have complied with

The financial statement of OPC may not include the

Q16. Can I nominate my friend or family

Ans. Yes member can nominate his friend, spouse,

Q17. What is a difference between One Person

Q19. Can I purchase already established OPC

Ans. Yes, you can purchase already established OPC

Q21. If I am a director, can I appoint another

Ans. No, appointment of sleeping partner in OPC is

Ans. Yes, though there is no business transaction

Q23. Do I need to apply for the Shop Act

Ans. Yes, in Maharashtra, as per Bombay Shop and

Q24. What is the Statutory return filing

Ans. Financial statements of a One Person Company

Ans. Director shall pay Profession tax, Income tax to

Q26. Do I need to apply for IEC for exporting

Ans. Yes, OPC can make application for IEC license

Q27. Can OPC become a member of another

Ans. Yes, a member of OPC can incorporate a

120 THOUGHTS ON “PROCEDURE OF OPC (ONE

NOTIFY ME OF FOLLOW-UP COMMENTS BY EMAIL.

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