One Person Company

The concept of One Person Company in India was introduced through the Companies Act, 2013 to support entrepreneurs who on their own are capable of starting a venture by allowing them to create a single person economic entity. One of the biggest advantages of a One Person Company (OPC) is that there can be only one member in a OPC, while a minimum of two members are required for incorporating and maintaining a Private Limited Company or a Limited Liability Partnership (LLP). Similar to a Company, a One Person Company is a separate legal entity from its promoter, offering limited liability protection to its sole shareholder, while having continuity of business and being easy to incorporate.
Though a One Person Company allows a lone Entrepreneur to operate a corporate entity with limited liability protection, a OPC does have a few limitations. For instance, every One Person Company (OPC) must nominate a nominee Director in the MOA and AOA of the company – who will become the owner of the OPC in case the sole Director is disabled. Also, a One Person Company must be converted into a Private Limited Company if it crosses an annual turnover of Rs.2 crores and must file audited financial statements with the Ministry of Corporate Affairs at the end of each Financial Year like all types of Companies. Therefore, it is important for the Entrepreneur to carefully consider the features of a One Person Company prior to incorporation.

Directors: Indian Nationals

The following documents are mandatory for Indian Nationals for incorporation of company in India:

PAN Card: PAN Card copy of the proposed Directors of the Company will be required for Company Registration. PAN or Permanent Account Number is a unique identification number issued by the Department of Income Tax in India. It is mandatory for Directors who are Indian Nationals to submit PAN during the incorporation process.

Note: The name on the PAN Card will be used by the Ministry of Corporate Affairs for all matters pertaining to the company. Hence, in case of mistake in the name mentioned in the PAN Card or name change due to marriage or any other reason, the PAN Card must be first changed.

Address Proof: In addition to the PAN Card copy, the proposed Director must submit an address proof. The address proof submitted must have the name of the Director as mentioned in the PAN Card and the most current address of the Director. Further, the document must also not be older than 2 months. The following documents are acceptable address proof for Indian Nationals.

• Passport
• Election Card or Voter Identity Card
• Ration Card
• Driving License
• Electricity Bill
• Telephone Bill
• Aadhaar Card

Residential Proof: In addition to the address proof, a residential proof must be submitted during the incorporation of the Company to validate the current address of the Director. As applicable for address proof, the residential proof must also contain the name of the Director as mentioned in the PAN Card and must not be older than two months. The following documents are acceptable residential proof:

• Bank Statement
• Electricity Bill
• Telephone Bill
• Mobile Bill

Director: Foreign Nationals

The following documents are mandatory for Foreign Nationals for incorporation of company in India:

Passport: In case of Foreign Nationals, Passport is a mandatorily required as a proof of identity. The Passport must also be Notarized or Apostilled in the country it was issued. In case the document is in foreign language, then it must be translated by an official translator to English and notarized or apostilled. Further, if the Passport does not contain date of birth of the holder, then an additional document indicating the date of birth of the Director must be provided, duly certified or attested or notarized or apostilled.

Address Proof: In addition to the Notarized or Apostilled Passport copy, the proposed Director must submit an address proof which is also notarized or apostilled. The address proof submitted must have the name of the Director as mentioned in the Passport and the most current address of the Director. Further, the document must also not be older than 1 year for foreign nationals. The following documents are acceptable address proof for Foreign Nationals.

• Driving License
• Residence Card
• Bank Statement
• Government issued form of identity containing address.

In case the document is in a foreign language, then it must be translated by an official translator and notarized or apostilled.

Residential Proof: In addition to the address proof, a residential proof must be submitted during the incorporation of the Company to validate the current address of the Director. As applicable for address proof, the residential proof must also contain the name of the Director as mentioned in the Passport and must not be older than one year. The following documents are acceptable residential proof:

• Bank Statement
• Electricity Bill
• Telephone Bill
• Mobile Bill

In case the document is in a foreign language, then it must be translated by an official translator and notarized or apostilled.

Registered Office Proof

In addition to providing identity, address and residential address for the Directors, proof must be provided to validate the registered office address of the Company. The following documents must be submitted as proof of registered office during the company registration process or within 30 days of incorporation of the company.

• The registered document of the title of the premises of the registered office in the name of the company; OR

• The notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

In addition to the above, the following must also be provided as proof of registered office:

• The authorization from the Landlord (Name mentioned in the Electricity Bill or Gas Bill or Water Bill or Property Tax Receipt or Sale Deed) to use the premises by the company as its registered office. This is usually referred to as NOC from Landlord; AND

Proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, which is not older than two months.

Shareholder: Indian National or Foreign National

The identity and address proof as detailed in the article must be submitted for all the shareholders of the Company (i.e., subscribers to the Memorandum of Association (MOA) and Articles of Association (AOA).

Shareholder: Corporate Entity or Artificial Judicial Person

In case one of the shareholder or subscriber to the MOA and AOA is a Corporate Entity (Company, LLP, etc.,), then Certificate of Incorporation of the Body Corporate must be attached along with the resolution passed by the Body Corporate to subscribe to the shares of the company under incorporation.

In addition to the above proofs and documents, a number of documents like INC-9, MOA, AOA would be drafted by a Professional. These legal documents made specifically for the incorporation must be signed and notarized by the promoters of the Company.