The Companies Act of 2013 and the legislation that follows make it simple to register OPCs because they allow companies to operate without the complicated nature of having partners. The OPC is appropriate for small firms whose annual revenue is unlikely to exceed Rs. 2 crores. It is crucial to remember that the candidate or the director must reside in India when registering with the one-person company. In light of the aforementioned, we examine in this blog for the benefit of interested readers the legal prerequisites for an OPC registration in Chennai.
Eligibility criteria for an OPC registration in Chennai
Minimum and maximum number of shareholders
Due to the fact that a single individual holds 100% of the shares in an OPC, there can only be a maximum of one owner and one nominee.
Minimum and maximum share capital requirements
No minimum share size is required. If capital is greater than Rs. 50 lakhs, OPC is transformed into a Pvt. Ltd.
Status of the nominated director
- After obtaining the person’s previous written approval, the subscriber to a memorandum of an OPC registration should nominate a person who will, in the event of the subscriber’s death or inability to enter into a contract, become a member of that OPC.
- With the nominee’s permission received in Form No. INC-3, the nomination in Form No. INC-2 and the memorandum of consent must both contain the nominee’s name.
Preregistration legal requirements
Obtaining a digital signature certificate
In order to check and confirm the identity of the person who owns this certificate, certifying authorities (CAs) will issue digital signature certificates (DSCs), which are cryptographically secure keys. When enterprises need to digitally sign documents online, securely authenticate the signature, and validate the signed copy, DSCs are typically issued and used.
Obtaining a director identification number
A “director’s identification number” (DIN) is a number assigned by the central government to any person who intends to be appointed as a director of a business or to any director who is currently serving on the board for the purpose of identifying that person as a director of the firm.
Process for obtaining a DIN
- Hold a board meeting
- Pass a board resolution
- The applicant must download Form DIR-3 from the portal, complete it with the necessary information, and attach the appropriate supporting papers.
Photograph proof of identity (self-attested and along with sign and seal of existing director of a company)
Proof of residence (self-attested and along with sign and seal of existing director of a company)
Board resolution considering the candidature and authorization of the board for the proposal of the name of the person for application of allotment of DIN
Authorization-cum-consent letter for appointment as director of the company along with the application of DIN
Validity of the name reservation form
From the date of approval, the authorized name will be reserved for 20 days. The applicant must submit the application for incorporation within that time frame, or the name will expire.
Documents required for OPC registration in Chennai
Memorandum of association
The charter of a firm is represented by a memorandum of association (MOA). It is a legal document created during the process of forming and registering a company. It outlines the company’s connection with shareholders and the goals for which it was established.
Six clauses, namely the name clause, circumstance clause, object clause, liability clause, capital clause, and affiliation clause, are included in the MOA’s contents.
Articles of association
An organization’s internal matters and business operations, as well as the rules in Table A of Schedule I, are governed by the articles of association (AOA), which are by-laws or rules and regulations. It also covers the rights of the members. Subordinates are in charge of and under the supervision of articles. Limited-liability firms, private companies, and corporations with unlimited liability shall each have their own AOA. It must be typed, printed, divided into paragraphs, consecutively numbered, properly witnessed, duly stamped, and acknowledged by each subscriber to the memorandum.
Consent and declaration by the first director (Form DIR-2)
An individual declares his approval to be appointed as a director of a specific firm in Form DIR-2. This effect is proven by verified evidence. The form includes the person’s name, residence, occupation, and contact information. It also contains information about DIN and PAN.
PAN card and ID proof of the director and nominee
A copy of the director’s and nominee’s PAN card and ID proof must be submitted during an OPC’s registration process (voter card, driving license, PAN card, or Aadhaar card).
Address proof of the director and nominee
As acceptable address proof, you may use your driver’s license, passport, Aadhar card, voter ID, or ration card. As evidence of residency, a recent telephone bill, electricity bill, or bank statement in the nominee’s name may be used.
OPC registration process in Chennai
SPICe+ offers two different types of services. The name reservation is covered in Part A, while the remaining services are covered in Part B. The applicant has two options: either he or she can apply for part A and part B services simultaneously, or first for the name reservation and then for the other services. The application for a company’s incorporation is an ongoing process after the name reservation.
Fee for one person and small companies in India
| Authorized Capital | Registration Fees | Additional Fees |
| Under Rs.10,00,000 | Rs. 2,000 | Nil |
| Rs. 10,00,000 to Rs. 50,00,000
| Rs. 2,000 | Rs. 200 will be charged for every addition of Rs.10,000 of nominal share capital |
| Rs. 50,00,000 to one crore Rupees | Rs. 1,56,000 | Rs. 100 will be charged for every addition of Rs. 10,000 of nominal share capital |
| Above one crore Rupees | Rs. 2,06,000 | Rs. 75 will be charged for every addition of Rs.10,000 of nominal share capital to a max of Rs. 250 crore |
Verification of documents and approval by Registrar of Companies
The documentation supplied by an OPC for registration will be electronically verified by the Registrar of Companies, who will then grant registration.
The Companies (Incorporation) Third Amendment Rules, 2022, have been altered by the MCA, and a new rule 25B has been added that specifies how the registered office of a company should be physically verified.
According to this new regulation, the ROC shall perform the physical verification of the company’s registered office in the presence of two impartial witnesses from the neighborhood where the company’s registered office is located. Moreover, the ROC might ask the local police for help with this verification if necessary.
Annual compliance requirements for OPCs in Chennai
- Annual returns must be submitted to the ROC by each OPC each year.
- Form MGT 7 must be filed as an attachment to the return.
The company secretary must sign the annual report. Due to the fact that it consists of only one member, an OPC is not required to choose a company secretary. In this case, the return must be signed by the director.
Financial statement
Financial statements that have undergone an audit must be filed online, per the Companies Act of 2013.
- The financial statement must be submitted to the ROC using Form AOC 4.
- The financial statement needs to be signed by each director.
- The statement must be delivered no later than 180 days following the end of the fiscal year on March 31.
- The financial statements should contain the balance sheet, profit and loss account, audit report, and account notes.
- Within 30 days of the company’s incorporation, the financial accounts must be delivered. An authorized chartered accountant must serve as the OPC’s first auditor.
- The auditor, who must serve until the corporation’s first annual general meeting (AGM), is not required to file Form ADT-1. Yet the documentation needs to be sent in to get the next auditor appointed.
- The OPC must submit Form ADT-1 to name an auditorium within 15 days of the conclusion of the first AGM.
The concerned auditor will remain in that position through the conclusion of the sixth AGM.
Appointment of an auditor
The director shall hire an auditor within 30 days after the company’s establishment for the purpose of complying with the OPC. An OPC who neglects to appoint an auditor is subject to a monthly punishment of Rs. 300. Also, the company won’t be allowed to open. He or she must stay in the position until the first AGM is over. Form ADT-1 does not need to be submitted in order to appoint the first auditor.
Maintenance of statutory registers
According to Section 128(5) of the Companies Act of 2013, every company is required to maintain its books of accounts for at least eight financial years prior to a financial year. Minutes and statutory records are the primary company records that must be preserved ever since their creation.
Importance of compliance with legal requirements for OPCs
By adhering to regulations, your company can lower risks such as data loss and security breaches and keep out of trouble that might lead to license revocation, reputational damage, lost clients, and financial penalties and losses.
Also, by maintaining compliance, your company can protect itself from legal action, maintain business continuity and competitiveness, preserve a positive reputation, prevent cybercrime, and boost profitability.
You can always go to Kanakkupillai.com to make sure your OPC has complied with all legal standards and compliance protocols for a successful OPC registration online in Chennai.
The key reason for this is that Kanakkupillai.com, a web portal owned by Govche India Pvt. Ltd., is committed to becoming your dependable partner during your entire business journey. Their main objective is to provide you with information on legal needs, assure compliance, and provide support throughout the lifecycle of your organization. They do this with reasonably priced and knowledgeable advice.
We are confident, based on our conversation thus far, that this blog post will be helpful to all those eager readers who want to comprehend the legal prerequisites for an OPC registration in Chennai.
