One Person Company (OPC) Registration

One Person Company (OPC) Registration by Sigma Solutions

Introduction

In mid-2020, a dynamic 26-year-old entrepreneur came up with an innovative idea for a digital marketing startup offering AI-based solutions for small businesses and influencers. He was ready to launch but needed a business structure that allowed him to operate legally as a single owner, while protecting his personal assets and presenting a professional front to clients, banks, and investors.

After comparing Sole Proprietorship, Private Limited Company, and One Person Company (OPC) models, he chose the OPC structure under the Companies Act, 2013, as it offered him:

Full control of the business as the sole shareholder and director
Limited liability protection for personal assets
Eligibility for government tenders, funding, and tax registrations

However, the legal and compliance complexities seemed daunting. That’s where Sigma Solutions stepped in with a tailored solution.

Challenges Faced by the Founders

Despite his marketing skills, the founder faced multiple structural and regulatory challenges:

1. Business Structure Confusion

He wasn’t sure:

Whether to choose OPC or Sole Proprietorship
What legal and tax benefits an OPC would offer
How compliance and annual filings worked

2. Documentation & Legal Formalities

The entrepreneur struggled with:

How to obtain Digital Signature Certificate (DSC)
Applying for Director Identification Number (DIN)
Drafting and filing Memorandum of Association (MoA) and Articles of Association (AoA)

3. Nominee Director Requirement

According to Section 3(1) of the Companies Act, 2013, an OPC must appoint a Nominee Director to assume control in case of death or incapacity of the owner. He faced:

Difficulty in identifying a trustworthy nominee
Uncertainty about how to legally formalize nominee consent

4. Taxation, GST & Banking Concerns

The entrepreneur was unaware of:

Whether GST registration was mandatory for his services
How to ensure tax compliance, PAN/TAN filing, and professional tax registration
Steps involved in opening a corporate current account

Solution Provided by Sigma Solutions

Sigma Solutions offered an end-to-end OPC registration and business launch solution, combining strategic advisory, legal compliance, taxation setup, and post-incorporation support to ensure a smooth and worry-free startup journey.

Implementation Strategy

1. Strategic Business Structure Advisory

Held a business consultation session to explain:
- Differences between OPC, Sole Proprietorship, and Pvt. Ltd. Company
- Tax advantages of OPC, such as lower audit thresholds
- Ownership benefits: 100% control with limited liability
Confirmed OPC was the best fit for the digital marketing business model

2. Legal Documentation & Digital Identity Setup

Applied for and obtained:
- Class 3 Digital Signature Certificate (DSC) – Mandatory for MCA filings
- Director Identification Number (DIN) – Required for incorporation
Verified and compiled all required documents:
- Aadhar Card & PAN of the director and nominee
- Passport-sized photograph
- Registered office address proof (rental agreement + utility bill)
- Consent of Nominee in Form INC-3

3. Name Reservation & Incorporation Filing

Conducted a preliminary name availability search using the RUN (Reserve Unique Name) tool
Reserved a unique, brand-aligned name under MCA rules
Drafted and submitted:
- MoA and AoA tailored for the digital services sector
- SPICe+ Form – An integrated form that included incorporation, PAN, TAN, GST, and other registrations
- AGILE-PRO S – For bank account setup, ESIC, EPFO, and GST

4. Nominee Director Compliance

Helped the entrepreneur:
- Identify and onboard a reliable nominee director
- Prepare and file Form INC-3 (Nominee consent)
- Draft a legally valid Nominee Agreement with transfer of rights clause

5. Post-Incorporation Setup: Tax, Banking, & Compliance

Applied for:
- PAN and TAN through the MCA’s integrated system
- GST Registration (mandatory for interstate digital services above ₹20 lakh annual turnover)
- Professional Tax Registration (state-specific)
Shared a personalized Compliance Roadmap covering:
- Annual Filing of Form AOC-4 (Financials)
- MGT-7A (Annual Return of OPC)
- Income Tax Return Filing (ITR-6)
- Audit advisory (if turnover exceeds ₹1 crore)
Supported in opening a corporate current account with documentation that included:
- Certificate of Incorporation
- GST Certificate
- PAN & DIN
- MoA, AoA, and office address proof

Results Achieved

Outcome	Description
Company Registered	OPC Certificate of Incorporation issued in 8 working days
Full Control + Limited Liability	Sole director retained 100% control while enjoying legal protection
Nominee Compliance Completed	Form INC-3 and Nominee Agreement filed without delays
Operational Launch	Current account opened, GST certificate issued, invoicing initiated
Market Credibility	Eligible for funding, government tenders, and corporate partnerships
Tax Compliance	PAN, TAN, GST, and Professional Tax successfully set up

Conclusion & Key Takeaways

A One Person Company (OPC) is an ideal business model for solo founders who wish to enjoy corporate advantages with minimal complexity. It combines the legal security of a Pvt. Ltd. Company with the ease of sole proprietorship—minus the hassle of maintaining multiple shareholders or directors.

Sigma Solutions offered the entrepreneur a turnkey solution that transformed a complex regulatory process into a seamless journey—from name reservation to tax registration and beyond.

Key Learnings:

OPC offers limited liability, brand credibility, and single ownership
Nominee appointment is mandatory—legal drafting matters
Annual ROC filings (AOC-4 and MGT-7A) are crucial for OPC compliance
With Sigma Solutions, legal setup becomes entrepreneur-friendly