Meaning of One Person Company
As per definition provided under section 2(62) of the Companies Act, 2013, One Person Company (OPC) means a company which has only one person as a member.
Section 3(1)(c) provides that where the company to be formed is to be OPC it shall be considered as a private company.
(a) shall be eligible to incorporate a OPC;
(b) shall be a nominee for the sole member of a OPC.
Types of OPC
Section 3(2) of the Companies Act, 2013 provides that the OPC formed under section 3(1) may be either—
(a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company.
Name of the OPC must include the last word as Private Limited
Section 4(1) of the Companies Act, 2013 provides that the memorandum of a company shall state the name of the company with the last words “Private Limited” in the case of a private limited company, except a company registered under section 8 of the Act.
Liability of the subscriber in case of OPC
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; and
(ii) in the case of a company limited by guarantee, the amount up to which member undertakes to contribute—
(A) to the assets of the company in the event of its being wound-up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member, as the case may be; and
(B) to the costs, charges and expenses of winding-up and for adjustment of the rights of the contributories among themselves.
OPC needs to have minimum share capital as may be prescribed
In the case of the OPC having a share capital, the Memorandum of Association of the OPC shall state that the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount and the number of shares which the subscriber to the memorandum agree to subscribe which shall not be less than one share and the number of shares subscriber to the memorandum intends to take, indicated opposite his name. The name of the nominated person shall be given in the Memorandum of Association who, in the event of death of the subscriber, shall become the member of the company.
Restrictions on OPC
The Companies (Incorporation) Rules, 2014 put certain restrictions on the OPC as under:
(1) No minor shall become member or nominee of the OPC or can hold share with beneficial interest.
(2) OPC cannot be incorporated or converted into a company under section 8 of the Act.
(3) OPC cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporate.
(4) OPC can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of OPC, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees and its average annual turnover during the relevant period exceeds two crore rupees.
Name of the OPC
Section 4(2) of the Act provides that the name of the OPC shall not—
(a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or
(b) be such that its use by the company—
(i) will constitute an offence under any law for the time being in force; or
(ii) is undesirable in the opinion of the Central Government.
A company shall not be registered with a name which contains—
(a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or
(b) such word or expression, as may be prescribed, unless the previous approval of the Central Government has been obtained for the use of any such word or expression.
Application for reservation of name of OPC
A person may make an application, in the e-Form RUN accompanied by fee of `1,000, as per the Companies (Registration Offices and Fees) Rules, 2014, to the Registrar for the reservation of a name set out in the application for the name of the proposed company or the name to which the company proposes to change its name.
*Stamp duty Vary State to State
* NRI/Foreign Directors,Charges are extra
Only Scanned Copies are needed, Scanned copy of PAN Card of all directors and Aadhar card/ Voter ID/ Passport/ Driving
Scanned copy of PAN Card of all directors and Aadhar card/ Voter ID/ Passport/ Driving License
Latest Bank statement/ Utility bill in the name of director which should not be older than two months
Latest passport size photograph
No Objection Certificate (NOC) from the owner, Utility bill (should not be older than two months) and Notarized Rent agreement (in case of rented property)/ Registry Proof or House Tax Receipt (in case of owned property)
Everything to open a bank account and Start your business
Digital signature for two directors to digitally sign the documents
Defines the rules and objective of the business
Defines the rules and objective of the business
PAN number of the company to open a bank account
Certificate of incorporation bearing company's registration number and details
TAN number of the company
|Private Limited||Limited Liability Partnership||One Person Company||Partnership Firm||Sole Proprietorship||Public Limited Company|
|Recommended For||Start-ups and growing companies||Professional services firms||Sole promoters||Home businesses||Small traders and manufacturers||Growth Stage and also for early stage with broad business vision|
|Ease of Accommodating Investment||Very easy to accommodate||Possible, but unlikely||Possible, but severely unlikely||Almost impossible||Impossible||Very easily|
|Limited Liability Protection||Yes||Yes||Yes||No||No||Yes|
|Tax Advantages||Few benefits||Most efficient||Few benefits||Minimal||Minimal||Minimal|
An OPC can be framed just by a characteristic individual who is an Indian subject and remained in India for at least 182 days in the instantly past logbook year.
Least one Director is required to join an OPC. Further, the sole part can likewise turn into the main chief of the Company till the part designates some other executive.
As per the Companies Act, 2013 and Company (Incorporation) Rules these is no minimum capital requirement to incorporate an OPC in India. You can even start an OPC with a capital contribution as low as Rs. 2. However, the maximum capital allowed is Rs. 50 lakh.
No, a member can’t incorporate more than one OPC as under Companies (Incorporation) Rules, 2014. Further, a Nominee can’t be a nominee and a member in two OPCs.
According to Rule 3 of Companies (Incorporation) Rules, 2014 just a characteristic individual who has accomplished lion's share and is an Indian native and occupant of India in the past date-book year can turn into a Nominee Director in an OPC.
A One Person Company is required to be changed over into a Private Limited or Public Limited organization when it crosses the edge furthest reaches of paid-up capital of Rs. 50 Lakhs or Average Turnover of Rs. 2 Crores in any year.
.Once your threshold limit is crossed either the paid-up capital or the average turnover; the OPC is mandatorily required to convert itself into a Private Company or a Public Company. Follow the steps below after crossing the threshold limit.
.File form INC-5 to inform ROC about the breach of threshold limit within 60 days of breach of limit.
.Convert the OPC into public or private Company as per the Companies Act, 2013 within six months period from the date of breach of threshold limit.
Disadvantages of forming an OPC are-
.Ineligible to carry Non- Financial Business Activities,
.Can’t convert voluntarily in any form of the company before two years of incorporation and prohibited to convert itself at any time into section 8 Company.
.Restrictions of a Private Limited Company apply to OPC also.
.It is more suitable for small entrepreneurs due to limited share capital structure.
The OPC is required to record INC-4 if there should be an occurrence of suspension of participation by virtue of death, inadequacy or change in possession. In a similar shape, the points of interest of another part are required to be specified.
Yes, a form INC-6 is required to be filed with ROC in case of conversion of OPC into any form of the company whether Private or Public Company. Further, a private company is also required to file INC-6 in case of converting itself into an OPC.
Time limit for filing INC-6 is thirty days in case of voluntary conversion and Six months in case of mandatory conversion.
On the off chance that an individual from an OPC turns into the individual from another OPC then inside 180 days he will be required to satisfy the statutory qualification criteria for turning into an individual from just a single OPC and should pull back his enrollment from either OPC.
File INC-4 with the ROC informing about the change in Nominee or withdrawal of consent by the Nominee.
Yes, there is no such legal constraint in the Companies Act if not restricted by the employment agreement. All you need to do is check your employment agreement because it may limit you from becoming a director in other company simultaneously.
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
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