One Person Company [Section 2(62)] – “One Person Company” means a company which has only one person as a member.
Formation of One Person Company –
However it shall be mandatorily converted into any other form in the following cases –
1. It has increased it’s Paid up Capital beyond 50 lakhs. Or
2. Its average annual turnover during the immediately preceding three consecutive financial years exceeds two crore rupees.
1. On the death of Member; or
2. If the member losing his capacity to make a contract.
Note – Such Nominated Person shall become nominee only of one OPC at a time.
1. Company Limited by Shares; or
2. Company Limited by Guarantee; or
3. An Unlimited Company
Provisions related to Nominee –
1. Withdrawal of Consent by Nominee –
1. The person nominated by the subscriber or member of a One Person Company may, withdraw his consent by giving a notice in writing to such sole member and to the One Person Company.
2. Sole member shall nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the Company, along with the written consent of such other person so nominated in Form No.INC.3.
3. The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) file with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form No INC.4along with fee as provided in the Companies (Registration offices and Fees) Rules, 2014 and the written consent of such another person so nominated in Form No.INC.3.
2. Change in the Nominee –
1. The subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time
2. in case of death or incapacity to contract of nominee
3. or any other reason
and nominate another person after obtaining the prior consent of such another person in Form No INC.3:
3. Change of Member in Case of Death or Incapacity to contract of Sole member –
1. The Nominee shall become member of Company in case of Death or Incapacity to contract of Sole member.
2. Such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and
3. The company shall file with the Registrar
4. an intimation of such cessation and nomination in Form No INC.4along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 within thirty days of the change in membership and
5. The prior written consent of the person so nominated in Form No.INC.3.
Note – any such change in the name of the person shall not be deemed to be an alteration of the memorandum.