One Person Company Registration in Kochi
Starting a new business venture is not as easy as it seems. There are a lot of things to do. You have to choose the right business structure, compare it with others, prepare and file the incorporation documents. You have to choose the right business structure, understand how it fits your goals, prepare and file the incorporation forms, and later, keep up with all the compliance. For many entrepreneurs in Kochi, this can feel tiring, especially when they want to start small but want to build something formal. In such a case, starting a One Person Company (OPC) is the best option. It is a middle option between a sole proprietorship and a private limited company. You can start alone, enjoy complete control, and still get the legal recognition and protection of a registered company. The process of incorporating an OPC in Kochi is easy and entirely online.
What is a One Person Company (OPC)?
A One Person Company (OPC) is a type of private limited company incorporated under the Companies Act, 2013, in which only a single individual manages and runs the company. The company itself becomes a separate legal entity. It can own property, sign contracts, have its own bank account, and handle legal matters independently in its own name.
OPCs in India are governed by the Companies Act, 2013. In Kochi, an OPC is best for:
- Individuals
- Freelancers
- Professionals
- Small business owners who run shops, online stores, or service-based businesses
- Tech entrepreneurs
- Traders and retailers
- Consultants and Trainers
Eligibility Criteria to incorporate an OPC in Kochi
To form an OPC in Kochi, the following eligibility criteria must be met:
- The owner must be a resident of India. It means the owner must have stayed in India for at least 120 days during the previous financial year.
- The owner must be at least 18 years old and legally capable of entering into a contract.
- Only one person can be the director and shareholder of the OPC.
- The company must also have one nominee, who will take over the company in
- The shareholder has to be a human being. A company cannot be a shareholder of an OPC.
- The annual turnover of the business must not exceed ₹2 crore.
- You cannot form more than one OPC at a time.
OPC Vs Sole Proprietorship Vs Private Limited Company
| Aspects |
One Person Company (OPC) |
Sole Proprietorship |
Private Limited Company |
|
Ownership |
Owned and managed by a single person |
Owned by one individual |
Minimum two shareholders and two directors required |
|
Legal Status |
Separate legal entity, distinct from owner |
No separate legal identity |
Separate legal entity |
|
Liability |
Limited to the extent of the company’s capital |
Unlimited liability. The owner is personally liable |
Limited to shareholding |
|
Control |
Full control with one person |
Complete control with owner |
Shared control among directors/shareholders |
|
Continuity |
Continues even after owner’s death (nominee takes over) |
Ends on death or incapacity of owner |
Perpetual succession |
|
Compliance Burden |
Fewer compliances as compared to the private limited company |
Very minimal |
High and strict statutory compliance |
|
Taxation |
Taxed as a company but eligible for corporate tax benefits |
Taxed as an individual |
Taxed as a company |
|
Conversion Option |
Can be converted to a Private/Public Limited Company |
Cannot be converted directly |
Already incorporated |
Limitations of OPC Registration
- Can have only one director and one shareholder.
- Cannot raise funds from the public.
- Annual turnover must not exceed ₹2 crore.
- Must convert into a private limited company if turnover exceeds the limit.
- Cannot carry multiple unrelated business activities outside the approved MOA.
- Foreign citizens cannot form an OPC in India.
Documents Required for OPC Registration in Kochi
- PAN card, Aadhaar card, Passport of the director and nominee.
- Utility bills, rental agreement/lease agreement/ or sale deed or any other property ownership proof of the director and nominee
- Recent passport-sized photographs of the director and the nominee.
- Proof of the registered office of the company in Kochi. You can attach a utility bill or an NOC from the property owner if the property is rented.
- Memorandum of Association (MOA)
- Articles of Association (AOA).
- Digital Signature Certificate (DSC) of the director and the nominee.
- Director Identification Number (DIN) of the director.
Process for OPC Registration in Kochi
Step 1: Obtain a Digital Signature Certificate (DSC)
The DSC is used to sign documents that need to be submitted online. It is obtained from the government-recognised certifying authorities.
Step 2: Obtain a Director Identification Number (DIN)
The MCA assigns each director of a firm a unique identification number known as a DIN. Each director has a different and new number. The SPICe+ Form on the MCA portal is used to submit the DIN application.
Step 3: Reserve a Company Name
Once you obtain DSC and DIN, you need to file the application for reserving the company’s name. The name must be new, unique, and not similar to any existing company. An application in the form SPICe+ form for name reservation must be submitted after proposing 2 names in the priority order online at the MCA portal. The name will be reserved for 20 days from the date of approval by the MCA.
Step 4: Draft the Memorandum of Association (MoA)
Once the name of your company is approved, the next step is to prepare the Memorandum of Association (MoA). The MoA is the constitution of your company. It defines the goal, objectives, scope of activities of the company, what your company is formed to do and how it plans to function.
Step 5: Draft the Articles of Association (AoA)
The Articles of Association (AoA) act as a rulebook for your company. It sets out how the company will be managed internally. It defines the power of the director over how meetings and decision-making will take place. It also covers important details such as share capital, voting rights, and administration.
Step 6: Submit the incorporation documents with the Registrar of Companies (ROC)
After drafting the MoA and AoA, you will need to file them online with the Registrar of Companies (ROC) through the MCA portal.
- The MoA is filed in Form INC-33.
- The AoA is filed in Form INC-34.
You also need to attach the following documents, pay the government fees, and upload the nominee’s consent form.
- Identity and Address Proof of Director and Shareholder(s)
- Proof of the Registered Office Address
- Consent and declaration by the director and the shareholder – Form INC- 9
Step 7: Appoint a Nominee
In an OPC, it is mandatory to appoint a nominee.
A nominee is someone who will take over the company if the sole owner passes away or becomes unable to run the business.
Before being appointed, the nominee must provide written consent in Form INC-3 confirming their willingness to act as a nominee. This consent is then submitted along with the incorporation documents to the MCA.
Step 8: Obtain a Certificate of Incorporation
When RoC verifies all the compliance requirements of the company and all the documents. A Certificate of Incorporation will be issued by the ROC. The certificate officially states that the OPC is incorporated, officially marking the formation of your OPC. The certificate includes the Corporate Identification Number (CIN), which is the unique Identification number for each company.
Step 9: Open a Bank Account
After applying for a PAN and TAN, a new bank account in the company's name must be opened to enable the company to conduct financial transactions.
Compliance for OPC Post-Incorporation
Incorporating an OPC is not enough; it has to file the following every year to legally operate in India:
- File the financial statements
- Conduct a statutory audit
- File the Annual Return
- File the DIR-3 KYC form
- File the Tax returns
- File the GST returns (if registered)
Why Choose Kanakkupillai for OPC Registration in Kochi?
Setting up a company on your own can be overwhelming, especially with so many forms, documents, and legal requirements. Kanakkupillai is here to make things easy for you. We handle the entire process of OPC registration in Kochi from start to finish. You don’t have to worry about errors or delays in your registration. We help you with:
- Choosing the right company name and checking its availability.
- Preparing and filing all the incorporation documents.
- Getting your DSC, DIN, and Certificate of Incorporation.
- Assisting with post-registration compliance and yearly filings.
- Offer continuous support for accounting, GST, and taxation.
Frequently Asked Questions
Can I start an OPC in Kochi even if I am currently working a full-time job?
Yes. You can register an OPC even while working full-time, provided your employment contract does not restrict you from running a business.Do I need a separate office to register my OPC in Kochi?
No, it’s not compulsory. You can use your residential address as the registered office if you have a valid proof and an NOC from the property owner.Is it mandatory to appoint a nominee in an OPC?
Yes. Every OPC must have a nominee who will take over the company if the owner passes away or becomes unable to manage the business.Can a foreign national or NRI register an OPC in Kochi?
No, only Indian citizens who have stayed in India for at least 120 days in the previous financial year can form an OPC.What are the annual compliances for an OPC?
An OPC must file annual returns, income tax returns, financial statements, and conduct a statutory audit every year. If GST-registered, GST filings are also mandatory.What happens if my OPC’s turnover crosses ₹2 crore?
If your annual turnover exceeds ₹2 crore, your OPC must be converted into a Private Limited Company within the time prescribed by law.Can I convert my OPC to a Private Limited Company later?
Yes, conversion is allowed once your business grows or if you want to add more shareholders.What makes Us Different
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