Section 2(68) of Companies Act, 2013 defines private companies. According to that, private companies are those companies whose articles of association restrict the transferability of shares and prevent the public at large from subscribing to them. This is the basic criterion that differentiates private companies from public companies.
Section 2(62) of the Companies Act, 2013 (“Act”) defines OPC as a company which has only one person as a member.
1. The biggest advantage of a one person company is that its identity is distinct from that of its owner. Therefore, if the firm is embroiled in a legal controversy, the owner will not be sued, only the company will.
2. Another advantage is limited liability.
3. Since the company is distinct from that of its owner, the personal assets of the shareholders and directors remain protected in case of a credit default. However, a proprietorship offers no such advantage.
The procedure for conversion of the private company into a One Person company is regulated by Rule 7 of companies incorporation rules, 2014. A privately company other than an organization enrolled under Section 8 Companies Act 2013, who has an share capital of INR 50 lakhs rupees or those having a average annual turnover is 2 crore rupees during the relevant period, may change over their private Company into one Person Company. The Company will acquire a NO objection in writing as a hard copy from existing members and creditors when passing a special resolution in the general meeting. The Companyis required to file Special Resolution passed by shareholders /investors for Conversion of Private Company into One Person Company (OPC) with concerned Registrar of Companies. Thus, file e- form MGT14 within 30 days from the date of Special Resolution with the concerned Registrar of Companies with the requisite documents.
The directors of the company shall give a declration by way of an affidavit duly sworn in affirming that all members and creditors of the organization have given their assent for Conversion of Private Limited in to OPC, the paid up share capital Company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees,as the case may be;
1. The list of members and list of creditors;
2. The most recent Audited Balance Sheet and the Profit and Loss Account; and The copy of No Objection letter from secured creditors.
Concerned Registrar of Companies (ROC) will check the e-forms and attached respective documents filed by the Company for Conversion of Private Company into One Person Company (OPC). On being satisfied that Company has prescribed requirements the Registrar of Companies (ROC) will give the Certificate with the impact of Conversion of Private Company into One Person Company (OPC).
A Digital Signature Certificate is a secure digital key that is issued by the certifying authorities for the purpose of validating and certifying the identity of the person holding this certificate. Digital Signatures make use of the public key encryptions to create the signatures.
Director Identification Number (DIN)/ Designated Partner Identification Number (DPIN) is a unique identification number given to an existing or a potential Director of any company which is incorporated. DIN came into existence after the insertion of the section 266A & 266B of the Companies Act, 1956 (as amended vide Act No 23 of 2006).
50 -60 working days
Memorandum of Association and Articles of Association of the Company. Rest of all the documents prepared by MyCompanywala Team and send to you for signing purposes only.
LIST OF STATUTORY COMPLIANCES FOR COMPANIES IN INDIAA set of Statutory compliances are needed to be followed by the established companies in India.The non-compliance on national and state levels increased the legal complications in the form of heavy penalties and fees. Plenty of time and resources a...... Read More
Annual Compliance for Private Limited CompanyA Private Company is a corporate held under private ownership which requires regular filing with the Ministry of Corporate Affairs. For every organization it is obligatory to file an yearly return and audited financial statements including profit and loss...... Read More
Annual Compliance for One Person CompanyIn countries like India where entrepreneurship is highly encouraged. One Person Company is one of the most leading forms of business for entrepreneurs whose business lies in an early stage with an intention to grow in future. A One Person Company comprises one...... Read More
Annual Compliances for LLP A Limited Liability Partnership is a separate legal entity. In order to preserve active status and to avoid default status. A regular filing with MCA is required to be taken care by all Limited Liability partnerships. Annual Compliance for any LLP is obligatory...... Read More
Once an application is filed for striking off of company with the respective Registrar of Companies (ROC) after verifying the documents the RoC will strike off the name of company and this procedure normally takes 3-4 month. However, if any objection is received from ROC this process might take extra time or even reject the application. Disclaimer: – The above article is prepared keeping all the significant and fundamental inquiry which comes at the top of the pri...... Read More
Certified true copy of board resolution for authorisation given for filing this application.Registered Digital Signature Certificate of director for signing the form.Memorandum of association of the CompanyArticle of Association of the Company.Proof of identity (PAN Card/Aadhar Card/Voter ID card).Residence proof (Passport/Driving License/Voter ID Card)Statement of account duly certified by a chartered accountant.Affidavit in Form STK-4 and Indemnity bond in Form STK-3 duly notarised...... Read More
The procedure is extremely easy and is completed step wise:- 1. Call a board meeting in accordance with the Secretarial standards and Companies Act 20132. Convene Board meetingto pass the following resolutions:-To take note of statement of accountsTo authorise directors to sign the Indemnity Bond and Affidavits as per Form STK-3 and Form STK-4 respectively.To authorise a director to digitally sign the application in e-Form STK-2.To fix the day, date, time and venue...... Read More
MGT-14 has normal associated fees in accordance with the authorized share Capital of the Company. STK-2:- INR 10,000/-......
Two e-forms are required for striking off of company:- a) MGT-14 b) STK-2......
Yes. Member’s approval is required through Special resolution for striking off company ......
has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;has engaged in any activitythe company at any time in the previous 3 months:- has changed its name or shifted its registered office from one State to another; ...... Read More
The company has filed its upto date all the financial statements and annual return with the Registrar of Companies.The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company.No order is in operation staying filing of the documents by a court or tribunal or any other competent authority.the company is not a company incorporated for charitable purposes under section 8 of the Companies Act, 2013 or section 25 ...... Read More
A company can get strike off in two ways:- Suo-moto (Voluntary Striking off)By Registrar of Companies ......
Any company can get strike off whether it’s a Private companyOne-person companyPublic company ......
Striking off of company suggests that closing of a non profitable venture company. In different words it's the quickest and easiest method to shut an organization.......
Each organization is begun with a dream to keep up its business continuously, but not all businesses square measure effective since quite an whereas past run. As we have a tendency to as of currently recognize, that there's positive technique to consolidate a company, run a company, in like manner, there's an exact system to shut a company. As on date, there square measure 2 alternative ways to shut a company:- Strike off companyWinding up of company ...... Read More
An issue of bonus shares is referred to as a bonus share issue or bonus issue. A bonus issue is usually based upon the number of shares that shareholders already own. While the issue of bonus shares increases the total number of shares issued and owned, it does not change the value of the company. 1) The source out...... Read More
DEFINITIONOF RIGHT ISSUE ‘Right Issue’ means offering shares to existing members in proportion to their existing shareholding. The object is, of course, to ensure equitable distribution of Shares and the proportion of voting rights is not affected by issue of Fresh shares. A rights issue is an invitation to existing shareholders to purchase additional new shares in the company. This type of issue gives existing shareholders securities called rights. ...... Read More
1. Ensure that a special notice for the removal of a director is furnished by number of members in accordance with the section 115 of Companies Act, 2013 to the company at least 14 days before the meeting at which it is to be moved. 2. (a) Ensure that the notice for removal of a director is for a director other than a director appointed by the Tribunal under section 242 of the Companies Act, 2013. &n...... Read More
Introduction- What is sweat equity shares? Sweat equity shares refers to equity shares given to the company’s employees on favorable terms, in recognition of their work. Sweat equity shares is one of the modes of making share based payments to employees of the company. The issue of sweat equity shares allows the company to retain the employees by rewarding them for their services. Sweat equity shares rewards the beneficiaries by giving them incentives in lieu of their contribution tow...... Read More
INTRODUCTION Private placement can be explained as a means of raising capital by the companies without going for public issues. Public Issues like Initial Public Offering and Further Public Opening are means of raising capital by the companies. DEFINITION A private placement is a sale of stock shares or bonds to pre-selected investors and institutions rather than on the open market. It is an alternative to an initial public offering (IPO) for a compan...... Read More
OPC shall be required to convert itself, within six months of the date on which its paid up share capital is increased beyond fifty lakh rupees and the last day of the relevant period during which its average annual turnover exceeds two crore rupees as the case may be, into either a private co...... Read More
Rule 6 of the Companies (Incorporation) Rules, 2014 as amended vide the Companies (Incorporation) Amendment Rules, 2015, w.e.f. 1-5-2015 provides that where the paid up share capital of an OPC exceeds fifty lakh rupees and its average annual turnover during the relevant period exceeds two crore rupe...... Read More
Section 8(4)(a) provides that a company that has received a licence under the section, shall not alter the provisions of its Memorandum as regards its objects except, with the previous approval of the Central Government [Powers delegated to the Registrar of Companies by Notification No. 1353(E), dat...... Read More
The objective of section 8 of the Companies Act, 2013 is to provide special benefits and privileges to such organisations, which are formed for the following purposes and where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be regist...... Read More
By the Companies (Amendment) Act, 2015 effective from 29th May, 2015 the requirement of minimum paid up capital for a private limited company of `1 Lakh and for a public limited company of `5 Lakhs has been removed from the definition of the Companies under section 2(68) and 2(71) of the Companies A...... Read More
It has been provided that the subscriber/member of OPC may at any time change the name of the nominated person by giving notice to the Registrar. It shall be the duty of the subscriber/member of OPC to intimate the company the change, if any, in the name of the person nominated by him by in...... Read More
Any such change in the name of the nominee person in the Memorandum of Association of the OPC shall not be deemed to be an alteration of the memorandum.......
It has been provided that the subscriber/member of OPC may at any time change the name of the nominated person by giving notice to the Registrar. It shall be the duty of the subscriber/member of OPC to intimate the company the change, if any, in the name of the person nominated by him by i...... Read More
The liability of the member of the OPC may be limited or unlimited, and the Memorandum of Association of the OPC shall state,— (i) in the case of a company limited by shares, that liability of its member is limited to the amount unpaid, if any, on the shares held by them; an...... Read More
There is no pre-condition for foreign promoters to furnish local address in India for seeking registration and incorporation of a limited company in India. It was held that there was nothing in the Act or the applicable Rules which requires the foreign promoters to provide a l...... Read More
The digital signatures are required to be registered at the website of the MCA for various category like director, professionals, etc. and need to fill up particulars online at the MCA portal, called roll check. Without complying with the requirement of Roll Check, any documents si...... Read More
The MCA vide the Companies (Amendment) Act, 2017 has inserted new section 3A w.e.f. 9-2-2018, vide Notification No. SO 630(E), dated 9-2-2018 to put liability on all the existing members of the company, in case the company defaults in minimum number of members’ criteria. If at any time the number ...... Read More
Every Form and return prescribed under the Companies Act, 2013 needs to be filed with the digital signature of the managing director or director or manager or secretary of the Company, therefore, it is compulsorily required to obtain digital signatures of at least one director to digitally sign the ...... Read More
As per proviso to section 152(3) of the Companies Act, 2013 no company shall appoint or re-appoint any individual as director of the company unless he has been allotted a Director Identification Number (DIN) under section 154 or such other identification number as the Central Government may prescrib...... Read More
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