Brief Insight on Incorporation of One Person Company

CS Meghna Piplani

To encourage any recognized form of business at an individual level and to overcome any disputes and non-meeting of minds in case of other forms of registered businesses with two or more persons, a new concept of One Person Company (OPC) has been introduced by the Companies Act, 2013. An expert committee headed under the chairmanship of Dr. J. J. Irani recommended the concept of OPC to be introduced for the first time in 2005.

Definition – Section 2(62) of the Companies Act, 2013 defines One Person Company (OPC) as a company which has only one person as its member.

Eligibility to form One Person Company – As per Rule 3 of the Companies (Incorporation) Rules, 2014, a person should be

1. A Natural person,

2. An Indian citizen, and

3. An Indian Resident – who has stayed in India for a period of not less than one hundred and eighty two days in the immediately preceding calendar year.

Other Requirements:-

1. Nominee – The memorandum of an OPC shall indicate the name of the other person with his/her prior written consent for who shall act in the event of the subscriber’s death or his/her incapacity to contact.

2. Number of Companies – A person cannot incorporate more than one OPC or become a nominee in more than one OPC.

3. Minor as a Member – No minor shall become a member or a nominee in an OPC or hold share with beneficial interests.

Procedure for Incorporation

1. Application for DIN – form DIR-3,

Mandatory Attachments with Form DIR-3

i. Proof of Identity of applicant

ii. Proof of residence of applicant

2. Application for reservation of name – Form INC-1,

3. Application for Incorporation – Form INC-2. This shall be accompanied by Form DIR-12, unless the promoter is the sole director of the OPC. Once a company has been incorporated, form INC-22 is also required to be filed within 30 days, in case, if the address of the registered office was not mentioned in form INC-2.

Mandatory Attachments with Form INC-2

i. Memorandum of Association,

ii. Articles of Association.

iii. Form INC-3 for Nominee Consent,

iv. Proof of Identity of Member/ Nominee,

v. Resident Proof of Member/ Nominee,

vi. Copy of PAN of Member/ Nominee,

vii. INC-9 for an Affidavit from the subscriber and the first director to the memorandum,

viii. INC – 10 for Specimen Signature,

ix. Proof of Registered office address and copies of utility bills not older than two months,

x. Proof that the company is permitted to use the address of the registered office of company if the same is owned by the director/any other entity/person (not taken on lease by the company,

xi. DIR – 2 for Consent to act as the Director,

xii. List of companies (having the same registered office address (if any).

(Author is a Company Secretary in Practice from Delhi and can be reached at csmeghnapiplani@gmail.com)

NOTE – If you require a word format of above mentioned documents, drop an email at csmeghnapiplani@gmail.com