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OPC Incorporation and compliances

Aug 05, 2021 1 comment

INCORPORATION OF OPC

Always Private company Limited by Shares and NON Govt.

Cannot be incorporated as a Section 8 Company

[Rule 3 of The Companies Incorporation Rules, 2014 ]

Incorporated with 1 Shareholder and Minimum 1Director and No minimum limit for Share Capital

Suffix in the name:- (OPC) Private Limited

Details required to initiate the process

Documents required to Prepare Draft

Prepare Drafts on the basis of details

 

Details required to initiate the process

  • Proposed NAME of Company (Check Name Availability)
  • Specify Main OBJECTS of the Company

(Prepare Main Object and Ancillary Object of the company )

  • Name of the DIRECTORS and SHAREHOLDERS
  • Name of the Nominee Shareholder
  • SHAREHOLDING of shareholders
  • Name of Authorized Signatory
  • Proposed BANK name
  • REGISTERED OFFICE Details

   Documents required to Prepare Draft

For Director & Shareholders and Nominee Shareholder

For Registered Office
  • Photo
  • Copy of Pan Card (Self Attested)
  • Copy of Aadhar Card (Self Attested)
  • Voter Identity Card/ Passport/Driving License (Self Attested) (Any one)
  • Bank Statement/ Electricity Bill/ Telephone Bill/Mobile Bill not more than 2 month older (Self Attested)
  • Personal Mail ID
  • Mobile Number
  • Educational Qualification
  • Duration of stay at present address

FOR PARMANENT ADD.

  • If Rented property:-
  1. RENT Agreement,
  2. Utility Bill (Electricity bill/telephone bill),
  3. Signed NOC, 
  4. Copy of Aadhar Card
  • If owned Property:-
  1. Utility Bill (Electricity bill/telephone bill),
  2. NOC

    FOR CORRESPONDENCE  ADD.

Signed NOC

 

Prepare Drafts on the basis of details

  • Consent form DIR-2 of Directors if already having DIN
  • Specimen signature for EPFO
  • NOC for registered office
  • Rent Agreement (For Permanent Add. Of Rented Registered office )
  • Power of Attorney (In the name of Practicing Professional)

Filing of E-Forms for incorporation

  • SPICe A (For Name Availability)
  • SPICe B
  • Agile Pro
  • SPICe MOA
  • SPICe AOA
  • SPICe INC-3
  • SPICe INC-9

**We can apply for maximum Three DIN under SPICe Part B web form

Additional Check

 

  1. Eligibility to be a shareholder or a nominee of shareholder 

Shareholder or a nominee of shareholder 

Natural person only

Citizenship

Indian

Residential status

Whether Indian resident or not

(Effective from 1st April, 2021 vide notification dated 1st February, 2021)

"resident in India" means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding financial year.

For the purposes of this rule, while counting the number of days of stay of a director in India for the financial year 2018-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted]

If already member and nominee

Can be member of one OPC and can be nominee of one another OPC

If Minor

No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.

 

  1. The memorandum of One Person Company shall indicate the name of the other person, with his prior written consent in the INC-3 form.
  2. OPC cannot be incorporated as Section 8 company.
  3. OPC cannot carry out Non Banking Financial Investment activities including Investment in securities of any Body Corporate.

AFTER INCORPORATION COMPLIANCES IN PRIVATE COMPANY

From the date of incorporation

In First Board Meeting

Compliance after First Board Meeting

 

Compliances to be made From the date of incorporation

 

Particulars

Time

Conduct a Board Meeting

(Where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained under section 118. No need to hold Board Meeting in this case.)

Within 30 days

File INC-22 for registered office if permanent office address was not submitted at the time of incorporation

Within 30 days

First Auditor Appointment

Within 30 days

Issue Share certificate

        Within 60 days

 

File INC-20 A for commencement of business

 

        Within 180 days

Conduct First AGM

(No requirement to hold Annual or Extra Ordinary General Meetings: Only the resolution shall be communicated by the member of the company and entered in the minutes book and signed and dated by the member and such date shall be deemed to be the date of meeting.)

        Within 9 months

     Compliances to be made In First Board Meeting

  • Take note of COI To note the opening of current account in bank
  • Take note of the MOA and AOA
  • Take note of the Registered Office of the company
  • Adoption of the common seal of a company (not mandatory)
  • Allotment of shares to the subscribers of MOA.
  • To note the appointment of the first Directors of the Company.
  • To record the notices of disclosure of interest by the Directors. (MBP-1)
  • To consider the appointment of first auditor
  • To take note Letter Head of Company.
  • To maintain the statutory register and finalize letter head

       Compliance to be made after First Board Meeting

Particulars

Time

File ADT-1 for appointment of first Auditor

within 15 days (Optional)

 

File INC-22 for registered office

within 30 days (wherever required)

 

YEARLY COMPLIANCES IN OPC

                                       Compulsory compliances

S. No.

Particular

Event time

E-form and time of filing

1.

Disclosures of interest by directors

In First Board Meeting of each Financial Year

And

In subsequent BM Where any changes in the interest

Form MBP-1

2.

Return of deposit

On or before 30th June

DPT-3

3.

Directors KYC

On or before 30th of September

DIR-3 KYC/WEB

4.

Balance Sheet along with Statement of Profit and Loss Account

signed by one of the Directors.

Financial statement may not include the cash flow statement.

 

5.

Subsequent AGM

(not required to hold AGM)

Within a period of 6 month from the closing of financial year.

File AOC-4 within 30 days of entry of ordinary resolution in Minute Book.

6.

Appointment of subsequent auditor

In AGM, Auditor will be appointed for 5 years

ADT-1 within 15 days of AGM

7.

Annual return

Within 60 days of entry of ordinary resolution in Minute Book.

MGT-7 A

 

8.

MSME return

Two times (Half yearly return)

1. 30th April

2. 31st October

MSME-1

9.

Disclosure of significant beneficial owner

Company shall file BEN-2 within 30 days of receipt of BEN-1 from Share holder.

BEN-2

10.

Board Meeting

minimum 2 BM during a calendar year and one meeting in each half of the calendar year and gap between two meetings is not more than 90 days

Must hold 2 BM

(Sec. 174 Not apply when there is only One Director)

Change in Ownership

  1. When Nominee become member

S.No.

Reason

Process
  1.  

On the subscriber's death

 
  1. Take any date when it comes to the notice to the company from which Nominee become member.
  2.  Such member give intimation to the company for new nomination in writing to the Company, along with the written consent of such other person so nominated in Form-3.
  3. Company will file INC-4 for both the changes within 30 days of such date when Nominee become member.
  1.  

On subscriber's incapacity to contract
  1.  

Voluntarily change in Ownership
  1. When third person become member

On voluntarily Transfer of Share to third person

            File INC-4 within 30 days of transfer of share to another person for new member

Change of Nominee

  1. By Nominee
  2. By Member

BY NOMINEE

Particulars

By Whom

Timeline

Notice in Writing

To sole member

And

To the One Person Company

By old Nominee

 

Nomination of another person as nominee

By Member

Within 15 days of the receipt of the notice of withdrawal

An intimation of new nomination in writing to the Company, along with the written consent of such other person so nominated in Form No.INC.3

By Member

Within 15 days of the receipt of the notice of withdrawal

a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member

By the Company

Within 30 days of receipt of the notice of withdrawal of consent file with the Registrar in Form No INC.4 along with the written consent of such another person so nominated in Form No.INC.3.

 

 

 

  BY MEMBER

Particulars

By Whom

Timeline

Intimation in writing to the company regarding Change the name of the person nominated by him

And also

Nominate another person after obtaining the prior consent of such another person in Form No INC.3

By member of Company

At any time for any reason

In case of death

In case of incapacity to contract of nominee

Nomination of another person as nominee

By Company

File INC-4 Within 30 days of the receipt of intimation of the change

 

 

Disclaimer:- The Contents of the document are solely for information purpose. It does not constitute professional advice or a formal recommendation. Due care has been taken in preparing this document, the existence of mistakes and omissions herein is not ruled out. Comments on misinterpretation and mistakes are wholeheartedly invited. comment

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