OPC Registration in Mumbai

What is One Person Company (OPC) Registration?

One Person Company (OPC) Registration is a business structure introduced in India under the Companies Act of 2013, designed to encourage solo entrepreneurs. It allows a single individual to register a company with limited liability, essentially offering the benefits of a private limited company while requiring only one person as the owner and shareholder. 

The OPC model provides a legal and financial shield for the founder, separating personal assets from business liabilities, making it a popular choice for freelancers, startups, and individual business owners.

Some key characteristics of OPCs include:

• Limited Liability
• Corporate Status
• Single Ownership
• Fewer Compliances
• Nominee Requirement

Benefits of Registering an OPC in Mumbai

Registering a One Person Company (OPC) in Mumbai offers several key benefits for solo entrepreneurs and small business owners, leveraging the city's vibrant business environment:

1. Limited Liability Protection

   With OPC registration, the business owner’s liability is limited to the capital they have invested. This helps safeguard personal assets from business liabilities, a critical benefit for entrepreneurs looking to reduce financial risk.

2. Full Control with a Corporate Structure

   OPC allows for a single individual to own and operate the business as a separate legal entity, combining the flexibility of sole proprietorship (single-person company registration) with the structure and credibility of a corporate entity.
   

3. Ease of Compliance

   OPCs have a simpler compliance structure than private limited companies, with fewer requirements in terms of meetings, audits, and reporting. 
   

4. Enhanced Credibility

   Compared to sole proprietorships, an OPC is recognised as a legitimate corporate entity, which can help build trust with customers, vendors, and financial institutions, enhancing the brand’s market credibility.
   

5. Business Continuity

   An OPC requires a nominee to be appointed at registration. In the event of the owner’s incapacitation or death, the nominee can take over, ensuring business continuity without legal complications.
   

   These benefits make OPC registration in Mumbai a smart choice for single entrepreneurs looking to establish a legitimate, scalable business with the advantages of limited liability and the credibility of a corporate structure.
   

Eligibility for Registering an OPC in Mumbai

For One Person Company (OPC) registration in Mumbai, certain eligibility criteria must be met to comply with the provisions of the Companies Act, 2013:

1. Single Ownership Requirement

   Only one individual can form an OPC. The business structure does not allow for multiple shareholders or partners.
   

2. Residency Status

   The person forming an OPC must be a natural person and a resident of India. A “resident of India” is defined as an individual who has stayed in India for at least 182 days in the preceding financial year.
   

3. Nominee Requirement

   An OPC requires the appointment of a nominee at the time of registration. This nominee will assume ownership of the company in the event of the founder’s death or incapacitation. The nominee must also be an Indian resident and citizen.
   

4. Business Activity Limitations

   OPCs are restricted from engaging in Non-Banking Financial Company (NBFC) activities, which include investment, financing, or any activity associated with the financial sector. 
   

5. Annual Turnover Limit

   OPCs are required to convert to a private limited or public limited company if their average annual turnover exceeds ₹2 crores for three consecutive years or if their paid-up capital crosses ₹50 lakh. 
   

Documents Required for One Person Company Registration in Mumbai

Here is a list of all the required One Person Company registration documents: 

OPC Registration Process in Mumbai

The formation of a One Person Company (OPC) in Mumbai involves several key steps. Here’s a detailed guide to help you navigate the OPC registration online:

• Step 1: Obtain a Digital Signature Certificate (DSC)

  Acquire a DSC from a government-recognised Certifying Authority, which is necessary for signing electronic documents during registration.
  

• Step 2: Name Reservation

  Submit Part A of the SPICe+ form (Simplified Proforma for Incorporating Company electronically) on the MCA portal to reserve a unique name for your OPC. Propose up to 2 names and ensure that the name complies with naming guidelines.
  

• Step 3: Draft the Memorandum and Articles of Association

  Prepare the Memorandum of Association (MoA) and Articles of Association (AoA) for your OPC. MoA outlines the company's objectives and scope, while AoA contains the company’s internal management rules.
  

• Step 4: Incorporation of OPC

  Complete the SPICe+ form and submit it along with the required documents, including the MoA and AoA.
  

• Step 5: Obtain a Certificate of Incorporation

  Once the ROC (Registrar of Companies) verifies the documents and application, you will receive a Certificate of Incorporation.
  

• Step 6: Open a Bank Account

  Open a bank account in the name of your OPC. This account will be used for all financial transactions related to your business.
  

By following these steps, you can successfully register your One Person Company in Mumbai and take the first step towards formalising your business.

Selection of a Company Name in Mumbai & Trademark Process

Before proceeding with OPC registration, it is recommended that you conduct a comprehensive company registration name check to ensure compliance with MCA guidelines.

Subsequently, the next step, the Trademark Registration process, grants exclusive rights and establishes a unique identity. The process involves selecting a distinctive trademark that effectively represents your brand, categorising it under the appropriate class of goods or services, and submitting a detailed application to the Trademark Registry with the required documentation.

Tap into our free instant search feature to find company name availability, trademarks, domain names, and social media handles linked to your business name. Dive into a curated hub for accurate data directly sourced from the Trademark Database, MCA Database, and more – all at your fingertips!

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Check company name availability using our powerful name search tool.

Explore details like Company Identification Number (CIN), Allocation status, Incorporation date, and the current state of an existing company. A quick company registration name availability empowers you with comprehensive information for well-informed decisions.

GST Requirements for Business Registration in Mumbai

GST, or Goods and Services Tax, is a value-added tax levied on the consumption of goods and services in India. It is compulsory if your business buys, sells, or provides services once the turnover crosses the specified threshold. 

GST Registration is mandatory when the business turnover exceeds ₹40 Lakhs (for goods) and ₹20 Lakhs (for services). However, certain businesses must register even if their turnover is within the pre-defined threshold. Registration under GST is mandatory for all e-commerce operators, irrespective of the sales turnover.

The overall GST registration for OPC outlines:

1. Visit the GST Portal.

2. Select "Register Now."

3. Fill in the details under the “User Credentials” form and click “Proceed”.

4. The next page will display all the GSTINs/Provisional IDs/UINs/GSTP IDs mapped to the same PAN across India. Click “Proceed”. You can also choose to download these details, if required. 

5. Complete the "OTP Verification” process entering the OTPs you’ve received via email and mobile (both OTPs will be different) Click “Proceed”. 

6. Your application will be displayed on your Dashboard under My Saved Application.

   • The status of your application will be displayed as “Draft” until it is submitted. Once it has been submitted it will change to “Pending for Validation”. 
   • Please make note of the expiry date, as all incomplete applications will be purged from the system after 15 days. 

7. To continue with your registration, click the Edit button (icon in blue square with white pen).

8. On the next page, you will find 10 tabs – Business Details, Promoter/ Partners, Authorised Signatory, etc. Click each tab to enter your details.

9. Once you reach the Verification Tab, enter the Name of the Authorised Signatory and the Place (the place where the form was filed) and digitally sign the application using either a Digital Signature Certificate (DSC)/ E-Signature or EVC. 

   • You can choose the E-Signature or EVC option if you mention your Aadhar number under the Authorised Signatory tab.
   • In the case of DSC, make sure your DSC is registered.

10. Click “Proceed” when the warning pops up. 

11. Select your certificate and click “Sign”. 

12. Once done, a success message will be displayed. You will also receive your Application Reference Number (ARN) via email and SMS on your registered email address and mobile number in 15 minutes. 

13. You can now track your status by going to Services → Registration → Track Application Status.

14. The GST Certificate incorporates a GSTIN, a 15-digit state-wise identifier for businesses. The first 2 digits of the GSTIN represent the GST code of the state/territory, which for Mumbai (Maharashtra) is 27.

    Example of GSTIN in Mumbai: 27AAAAP0267H2ZN

Once registered, issue GST-compliant invoices for the taxable supplies and comply with regular GST return filing obligations depending on the nature of the business. You can also claim an Input Tax Credit on the GST paid on the purchases related to the business.

It is crucial to adhere to the rules and guidelines set by the government under the GST framework to avoid facing penalty charges. 

Useful Links: 

1. GST Portal Registration Process User Manual 

2. EmSigner Utility Download

3. How to Register/Update My DSC on the GST Portal

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OPC Taxation

A One Person Company (OPC) is subject to various tax obligations in Mumbai. Here’s a concise overview of OPC taxation:

1. Corporate Tax Rate

   The applicable OPC tax rate would be 30% plus cess and surcharge.
   

   The surcharge is charged on the amount of income tax calculated and is ideally 12%. Health and Education cess at 4% shall also be levied on the amount of income tax plus surcharge (if any).
   

2. Income Tax Return Filing

   OPCs are required to file their income tax returns annually, irrespective of whether they have made profits. The due date for filing returns for companies is usually September 30th of the assessment year.
   

3. TDS (Tax Deducted at Source)

   An OPC must submit TDS returns for all quarters, including the Tax Deduction and Collection Account Number (TAN). If the OPC has employees, tax deduction at source becomes mandatory.
   

4. ESIC Registration

   If the OPC employs more than 10 people, it must obtain ESIC registration as per legal requirements. The company is also obligated to register for GST and file returns as necessary.

OPC Compliance

A One Person Company (OPC) in India is subject to various compliance requirements to maintain its legal standing and ensure smooth operations. Here are the key OPC annual compliance obligations:

1. Board Meetings

   Minimum of two board meetings, with at least one in each half of the year and a minimum of 90 days separating each session.
   

2. Filing of Annual Return

   File Annual Returns through form MGT-7 at the end of the Financial year.
   

3. Filing of Financial Statements

   File Financial Statements through form AOC-4 at the end of the Financial year.
   

4. Filing of ADT-1

   File Form ADT-1 within 15 days of the appointment of the subsequent auditor.

5. Auditor appointment

   Appoint the first auditor within 30 days of incorporation, who will serve until the end of the first Annual General Meeting.

6. Filing of DIR-3 KYC

   File Form DIR-3 KYC to disclose details of the Director before 30th September of the immediate financial year.

These mentioned OPC compliances are just a starting point, and additional requirements may be specific to your business. Always keep yourself informed about relevant compliances to ensure a hassle-free business operation.

OPC Exemptions

One Person Companies (OPCs) enjoy several exemptions under the Companies Act of 2013, making them a preferred choice for solo entrepreneurs. Here are the key OPC exemptions:

1. No Requirement for Annual General Meeting (AGM): Unlike other companies, OPCs are not required to hold an Annual General Meeting as per Section 96, simplifying governance and compliance.
   

2. Fewer Compliance Requirements: OPCs face fewer regulatory burdens, such as not needing to appoint a company secretary if the paid-up capital does not exceed ₹5 crores.
   

3. Less Stringent Audit Requirements: OPCs with a turnover of less than ₹2 crores are exempt from mandatory audit requirements, reducing operational costs.

These exemptions make OPCs a convenient and flexible option for individual entrepreneurs looking to start and manage a business while enjoying the benefits of limited liability.

OPC Forms

Here’s a list of One Person Company (OPC) registration forms and documents in Mumbai: 

1. Form SPICe+

   This is the main form for incorporating a company, including OPCs. It combines multiple services, such as name reservation, incorporation, and DIN application.

2. Form DIR-2

   This form is the official consent form for the Director to assume the role within the prospective company.

3. Form INC-3

   This form is used for the application of the declaration and consent of the Nominee of the OPC; it must be filed at the time of incorporation.

4. Form Inc- 9

   This form serves as the official declaration of eligibility for directorship under the Companies Act.

5. Form INC-22

   This form is used to notify the ROC about the registered office of the OPC; it must be filed within 30 days of incorporation.

6. Form MGT-7

   This is the annual return form that OPCs must file, providing details about the company and its members; it must be filed within 60 days from the end of the financial year.

7. Form AOC-4

   This form is used to file the financial statements of the OPC; it must be filed at the end of the financial year.

8. Form ADT-1

   This form is used to appoint an auditor for the OPC; it must be filed within 15 days of the appointment of the subsequent auditor.

9. Form INC-20A

   This form is for the declaration of the commencement of business; it must be filed within 180 days of incorporation.

These are some of the forms essential for the new OPC registration and legal compliance of an OPC. These must be filed accurately and on time to avoid penalties. 

Company Registration Authorities in Mumbai

In Kolkata, the process of registering a company involves interacting with several authorities. Here are the key entities involved in company registration in Kolkata:

1. Ministry of Corporate Affairs (MCA)

   The MCA serves as a regulatory authority tasked with overseeing corporate affairs and governance. 
   

   It holds a pivotal position in monitoring the operations of corporate entities and verifying adherence to statutory obligations.
   

   Additionally, individuals can leverage the official website of the MCA to obtain crucial reports and avail themselves of various services across different domains by registering through the portal.
   

2. Ministry of Micro, Small and Medium Enterprises(MSME)

   The Ministry of MSME is a government body in India dedicated to fostering the growth and support of micro, small, and medium-sized enterprises (MSMEs) throughout the nation. 
   

   Although not obligatory, seeking MSME/Udyam registration allows you to leverage a range of benefits, including tax advantages, simplified business establishment procedures, access to credit facilities, and eligibility for diverse financial incentives and loans. 

   Udyam registration is a valuable step for MSMEs in India, offering official recognition and facilitating access to several government schemes and support mechanisms.

   If your business operates in manufacturing, service industries, or wholesale and retail trade, you have the opportunity to apply for MSME registration, provided you meet the eligibility criteria based on annual turnover and investment.

   Micro

   Small

   Medium

   Investment

   < Rs.1 Crore

   < Rs. 10 Crores

   < Rs. 50 Crores

   Annual Turnover

   <Rs. 5 Crores

   < Rs. 50 Crores

   < Rs. 250 Crores

3. Registrar of Companies (RoC)

   The Registrar of Companies (RoC), operating within the framework of the Ministry of Corporate Affairs (MCA), holds a regulatory role, including responsibilities such as approving the registration of new companies and limited liability partnerships (LLPs) in India. 
   

   Its crucial function lies in overseeing the compliance of incorporated entities, which includes, but is not limited to, processes like appointing and resigning directors, appointing auditors and company secretaries, and fulfilling obligations such as filing annual returns, submitting annual financial statements, and adhering to post-incorporation compliances.
   

   Maharashtra has two RoCs, one in Mumbai and the other one in Pune. The current details of RoC (as of October 2024) for the Mumbai Region are as follows: 
   

   • ROC- Mumbai
     Email- roc.mumbai@mca.gov.in 
     Address- Registrar Of Companies, 100, Everest, Marine Drive,
     Mumbai- 400002, Maharashtra
     

4. Registrar of Firms (RoF)

   RoF is the authority responsible for overseeing the registration and regulation of Partnership Firms. In India, partnership firms are governed by the Indian Partnership Act, and the Registrar of Firms plays a vital role in managing the registration process and maintaining the records of registered partnerships.

   In India, the RoF operates at the state level, and therefore, Maharashtra (Mumbai) has its own RoF responsible for partnership registrations within that jurisdiction.

   The current details of RoF (as of August 2024) for the Mumbai Region are as follows:

   Registrar of Firms, Maharashtra State, Mumbai
   New Administrative Building, 6^th Floor, Near Chetna College, Govt. Colony, Bandra (East),
   Mumbai- 400 051
   Ph No. 022-26551149 & 022-20860591
   

5. Government of Maharashtra

   Depending on the nature of the business, the Maharashtra Government may be involved in granting licenses and permits necessary for specific activities. This includes coordination with local authorities for trade licenses and Professional Tax registration for businesses. 
   

   The state government collaborates with other regulatory authorities to formulate and implement industrial policies that impact business registration and growth.
   

   • The Department of Goods and Services Tax of Maharashtra is responsible for the implementation and administration of GST within the state. It operates under the broader framework of the Goods and Services Tax Council, which is a constitutional body responsible for formulating policies and making recommendations on issues related to GST.
     

   • For businesses operating in Mumbai, local municipal authorities, including the Brihanmumbai Municipal Corporation (BMC), may be involved in granting specific licenses and registrations related to local business operations like Trade Licenses, Professional Tax Enrolment Certificate (PTEC), and Professional Tax Registration Certificate (PTRC). These are essential registrations for businesses operating in Maharashtra and various other states. 
     

     PTEC enables a business entity to pay its professional tax, covering both the company and its directors or owners, professionals, and sole proprietors. Conversely, PTRC empowers employers to deduct and remit professional tax from the employees, ensuring compliance with government regulations. 
     

   • If a business is set up in an industrial area, the Maharashtra State Industrial Development Corporation (MIDC) provides industrial infrastructure and assists in the establishment of industries in Maharashtra. The Ease of Doing Business portal facilitates the approvals required to start a business in Maharashtra through Single Window Clearance. 
     

6. Income Tax Department

   A regulatory body responsible for managing the tax-related aspects of enterprises, including the issuance of Permanent Account Number (PAN) and ensuring adherence to income tax regulations.
   

   The Mumbai Region has 11 territorial Chief Commissioners of Income Tax, 2 Chief Commissioners of Income Tax (Central), one Chief Commissioner of Income Tax (TDS), one Chief Commissioner of Income Tax (IT & TP)  and one Director General of Income Tax (Investigation). 
   

   For businesses operating in sectors like insurance, financial services, broadcasting, and defence-related services, you must obtain additional approvals and clearances from certain regulatory bodies such as the Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Securities and Exchange Board of India (SEBI), Ministry of Defence, etc. This Is often necessary for lawful and secure operations.
   

Types of Companies You Can Register in Mumbai

In Mumbai, you can register companies based on your business requirements and structure preferences. Here are some common types:

1. Private Limited Company

   A preferred choice for startups and businesses, the Private Limited Company operates under the regulation of the Companies Act. 

   

   Register your Private Limited Company in just ₹1,499 + Govt. Fee

   Register your business

2. One Person Company (OPC)

   Designed for individuals seeking to establish a company with limited liability and single ownership. 

   

   Register your One Person Company in just ₹1,499 + Govt. Fee

   Register your business

3. Limited Liability Partnership (LLP)

   Established in accordance with the Limited Liability Act of 2008, an LLP provides limited liability and is commonly favoured by professionals and service providers.

   

   Register your Limited Liability Partnership in just ₹1,499 + Govt. Fee

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4. Public Limited Company

   A Public Limited Company, characterised by the issuing of shares to the public for fundraising, is a regulated business structure suitable for large multinational corporations.

5. Sole Proprietorship

   Sole Proprietorship is ideal for small businesses and freelancers, with a single owner personally liable for all business obligations.

6. Partnership Firm

   As per the Indian Partnership Act, a Partnership is established when two or more individuals jointly assume responsibilities, share profits, and shoulder liabilities.

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Checklist for the Registration of OPC in Mumbai

Here’s a step-by-step OPC registration checklist:

• Obtain a Digital Signature Certificate (DSC)

• Propose a Unique Name for your OPC

• Submit Name Options through SPICe+ Part A

• Draft the Memorandum of Association (MoA) and Articles of Association (AoA)

• Complete and File SPICe+ Part B along with all relevant documents

• Obtain the Certificate of Incorporation from the Registrar

• Open a Business Bank Account in the company’s name

• File for Commencement of Business with the MCA

This checklist will guide you through each stage of effectively setting up your OPC.

A Closer Look at Mumbai