OPC Registration in Assam

A One Person Company (OPC) lets a single entrepreneur start and run a business while enjoying the protection of limited liability. It combines the simplicity of a sole proprietorship with the credibility and legal recognition of a private company. Every OPC must have a nominee who can take over if the owner is unable to continue the business.

Earlier, only Indian residents could register an OPC under Section 2(62) of the Companies Act, 2013. However, after the 2021 amendment, NRIs, who have stayed in India for at least 120 days in the previous year, can also set up an OPC.

With the 2021 amendment, OPCs don’t have to convert into private companies when their capital crosses ₹50 lakh or turnover exceeds ₹2 crore. Additionally, OPCs can now switch to private or public companies immediately, without waiting for two years.

Assam, a gateway to Northeast India, is emerging as a significant economic and industrial hub. It offers a unique business environment for One Person Company (OPC) registration, with a strong focus on key sectors and growing infrastructure. Assam's strategic location and pro-business policies make it a favorable destination for solo entrepreneurs.

1. Sector-Specific Growth & Business Focus

Assam's economy is distinctively aligned with its natural resources and strategic sectors.

• Agro-based & Tea Industries: Known for its world-famous tea, Assam provides a well-established ecosystem for OPCs in tea cultivation, processing, and allied agri-tech.
• Oil & Gas: As a major hub for oil and natural gas, the state offers opportunities for OPCs in related services, supply chain, and consulting.
• Bamboo & Handicrafts: With abundant bamboo resources, Assam is ideal for OPCs in handicrafts, eco-tourism, and sustainable product manufacturing, leveraging the state's traditional craftsmanship.
• Tourism: The state's natural beauty and rich cultural heritage present a thriving market for OPCs in the tourism and hospitality sectors.

2. Compliance for OPCs in Assam

All OPCs in Assam fall under the jurisdiction of the Registrar of Companies (ROC), Shillong, which covers Assam and other northeastern states.

Important forms include:

• SPICe+ Form for incorporation
• INC-22 for office address
• MGT-7A for annual returns
• AOC-4 for annual financial statements

Assam also offers business-friendly policies like the Assam Startup Policy 2017, which provides additional support and incentives to startups, including OPCs.

3. Local Business Ecosystem

Assam’s entrepreneurial ecosystem is growing, with a focus on supporting local and innovative ventures:

• Funding Networks: The state's startup policy, including initiatives like Idea2POC Grant and Scale-Up Grant, provides provisions for seed funding and innovation grants.
• Incubators & Accelerators: Initiatives like the Assam Startup Cell and Atal Incubation Centres foster a supportive environment for new businesses.
• Events & Exhibitions: The state hosts various events, such as Assam Startup Fest and Startup Connect at Assam Skill University, connecting entrepreneurs with investors and mentors.

Starting an OPC in Assam comes with multiple advantages that support growth and long-term stability:

• Separate Legal Entity & Limited Liability: An OPC creates a distinct legal identity, protecting the personal assets of the owner. The liability is restricted to the capital invested, ensuring financial safety even in challenging times.
• Credibility with Banks & Investors: A registered OPC builds trust with lenders and investors. Assam's growing business-friendly environment helps secure loans and funding, especially for ventures aligned with the state's key sectors.
• Quick Decision-Making & Flexibility: With only one shareholder and director, the business can implement decisions quickly. It also allows it to respond faster to opportunities and market demands.
• Government Incentives & Startup Policies: Assam-based OPCs can access benefits under the central Startup India scheme, such as tax reliefs, easier compliance, and seed funding. The Assam Startup Policy 2017 adds more advantages, including patent fee reimbursements, subsidized rentals, and capital grants.
• Export & Logistics Advantage: Assam's proximity to international borders and a developing logistics network make it ideal for companies engaged in exports, particularly in tea and handicrafts. By obtaining an Import Export Code (IEC), OPCs can expand into global markets smoothly.
• Tax Advantage: OPCs are taxed at a flat corporate tax rate of 22% (plus surcharge and cess), which can be more beneficial compared to individual tax rates under proprietorships. This applies under Section 115BAA if the company opts for it; otherwise, the corporate tax rate is 25% (turnover up to ₹400 Cr) or 30% (above ₹400 Cr).
• Business Continuity & Stability: With a nominee director in place, the company’s operations continue even if the primary owner cannot manage the business. This ensures long-term stability.

If you plan to register an OPC in Assam, make sure you meet the eligibility criteria under the Companies Act, 2013, and use state and central policies to maximize your benefits.

Registering a One Person Company (OPC) in Assam requires compliance with the Companies Act, 2013. These conditions ensure that only suitable individuals can set up an OPC while maintaining proper legal standards. Here are the criteria:

• Single Member Structure: An OPC can be formed by just one individual who acts as both shareholder and director.
• Nominee Appointment: A nominee must be appointed at the time of incorporation. This nominee will step in if the sole member is unable to continue managing the company.
• One OPC Rule: A person can register only one OPC and cannot serve as a nominee in more than one company at a time.
• No Minimum Capital Requirement: There is no mandatory paid-up capital needed for forming an OPC in Assam.
• Restricted Activities: OPCs are not permitted to carry out banking, NBFC operations, investment in securities, or function as Section 8 (non-profit) companies.
• Registered Office: The company must have a registered office address within Assam for official communication with the Registrar of Companies.
• Only Natural Persons Allowed: An OPC can only be incorporated by an individual (natural person). Other entities, like companies, LLPs, or trusts, cannot form an OPC.
• Minimum Age Requirement: The sole member must be at least 18 years old. Minors are not allowed to incorporate or act as nominees.

If you are planning to start your own business as a single owner, registering a One Person Company (OPC) is one of the best ways to begin. The process is completely online and can be completed by following a few simple steps.

Step 1: Apply for DSC and DIN

You require these two before starting the registration process:

• A Digital Signature Certificate (DSC) is mandatory for online registration, as it is used to digitally sign documents.
• The Director Identification Number (DIN) is now automatically allotted when you file the SPICe+ (INC-32) form, so there is no separate application required.

Step 2: Choose and Reserve a Company Name

Your company name must be unique and comply with the Companies Act, 2013.

• Check availability: Use the MCA portal (mca.gov.in) to search for name availability.
• Reserve name: Use the RUN (Reserve Unique Name) service or directly apply through SPICe+.

You can also use our company name checker to verify the availability of your chosen name.

Step 3: Draft MOA and AOA

Two key legal documents are required for incorporation:

• Memorandum of Association (MOA): Defines the main business objectives, scope of activities, and powers of the company. MOA reflects the company’s relationship with the outside world.
• Articles of Association (AOA): Specifies the internal rules, governance framework, and management of the company. AOA also covers decision-making, director powers, and shareholder rights.

Step 4: Appoint a Nominee

As an OPC can have only one director and shareholder, it is mandatory under Section 3(1)(c) of the Companies Act, 2013, to appoint a nominee. The nominee will step in to manage the company if the sole member dies or becomes incapacitated.

• File Form INC-3 with nominee consent and KYC documents.

Step 5: File the Incorporation Forms

Once the name is approved, proceed with Form SPICe+ (INC-32) for OPC incorporation:

• Attachments required: DSC, DIN, MOA, AOA, proof of registered office, ID, and address proof of the director and nominee.
• Pay fees: Includes filing fees and stamp duty (calculated based on authorized share capital and state rules).

Step 6: Get the COI

After approval, the ROC issues the Certificate of Incorporation (COI), which includes the company’s Corporate Identity Number (CIN).

• The company’s PAN and TAN are usually allotted automatically upon incorporation.
• COI also provides legal recognition and confirms the company’s separate legal status.

Step 7: Open a Bank Account

After receiving the incorporation certificate and PAN, open a current bank account in the name of the OPC. This account will handle all business transactions.

Since 2020, the MCA introduced the AGILE-PRO form (INC-35) alongside SPICe+, which allows you to apply for the following simultaneously:

• EPFO – Employees’ Provident Fund Organisation
• ESIC – Employees’ State Insurance Corporation
• GSTIN – Goods and Services Tax Identification Number
• Professional Tax (if applicable)
• Bank Account
  Once these steps are completed, your OPC will be legally registered, and you can begin operations with full compliance.

When applying for OPC registration in Assam (or anywhere in India), certain documents are required for the member/director, nominee, and registered office. Preparing these in advance helps in completing the process smoothly.

The cost of registering a One Person Company (OPC) in Assam depends on the authorized capital, government charges, and professional service fees.

Below is a clear breakdown of the typical costs involved in OPC registration in Assam.

Note: These are the standard costs for OPC registration in Assam. The final amount may vary depending on the company’s authorized capital and the level of professional support chosen.

After registering a One Person Company (OPC) in Assam, certain legal and tax compliances must be followed to keep the company active and avoid penalties. Here’s the list of mandatory compliance requirements:

• Registered Office: The OPC must have a valid registered office in Assam. A legally approved virtual office may also be used for communication and record-keeping.
• Appointment of Auditor: A statutory auditor must be appointed within 30 days of incorporation. Annual accounts of the company must be audited, even if business activity is minimal.
• Annual Filings with ROC:
  • Form AOC-4: Filing of financial statements.
  • Form MGT-7A: Filing of annual return.
• Director KYC: The director must file DIR-3 KYC every year to keep the DIN (Director Identification Number) active.
• Income Tax Return: OPCs must file ITR-6 annually, irrespective of turnover. TDS deductions and filings should also be done on time, if applicable.

• GST Compliance: Businesses in Assam must register for GST once their turnover crosses the prescribed limit of ₹40 lakh for goods or ₹20 lakh for services. Once registered, timely GST return filing is compulsory.