Article contains Definition of One Person Company (OPC), No. of Persons Required for formation of OPC, Mandatory Conditions for formation of One Person Company (OPC), Nominee for OPC, Change of Nominee, Management, Financial Statement of OPC, Meetings, Matters to be included in Board’s Report for One Person Company, Turnover/Capital threshold for conversion of OPC into Private/Public Company, Sections of Companies Act, 2013 which not applies to a OPC and Other Important things to know about OPC.
According to section 2 (62) of the companies Act, 2013, ‘One Person Company (OPC)’ means a company which has only one person as a member.
An OPC company can be formed with just 1 Director and 1 member.
The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.
The name of the person nominated as mentioned above shall be mentioned in the memorandum of One Person Company and [such nomination in Form No.lNC-32 (SPICe) along with consent of such nominee obtained in Form No. lNC-3] and fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.
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. The 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.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.4 along 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.
The Financial statement of OPC includes balance sheet, profit and loss account and statement of changes in equity.
Financial statement may not include the cash flow statement.
The OPC is required to file the copy of financial statement within 180 days from the closure of the financial year [Section 137(1)].
The provision of holding of Annual General Meeting is not applicable to OPC.
The OPC is required to hold minimum two Board meeting during a calendar year and one meeting in each half of the calendar year and gap between two meetings is not less than 90 days *
* Provided that nothing contained in this sub-section and in section 174 (Quorum for meetings of Board) shall apply to One Person Company in which there is only one director on its Board of Directors.(If OPC has only one director then OPC need not to hold Board Meeting (BM)
Matters to be included in Board’s Report for One Person Company and Small Company i.e Abridged Board’s Report. [R8A: Companies (Accounts) Amendment Rules, 2018]
The Board’s Report of One Person Company and Small Company shall be prepared based on the stand alone financial statement of the company, which shall be in abridged form and contain the following:-
Then, OPC needs to alter its MOA/AOA within 6 months for conversion into private company or public company and give notice to Registrar within 60 days for such conversion.
1. The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102 which a company, other than a One Person Company, is required to transact at its annual general meeting, shall be transacted, in case of One Person Company, as provided in sub-section (3).
2. For the purposes of section 114 (Ordinary and Special Resolutions), any business which is required to be transacted at an annual general meeting or other general meeting of a company by means of an ordinary or special resolution, it shall be sufficient if, in case of One Person Company, the resolution is communicated by the member to the company and entered in the minutes-book required to be maintained under section 118 (Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot) and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes under this Act.
3. Notwithstanding anything in this Act, where there is only one director on the Board of Director of a One Person Company, any business which is required to be transacted at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such One Person Company, the resolution by such director is entered in the minutes-book required to be maintained under section 118 (Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot) and signed and dated by such director and such date shall be deemed to be the date of the meeting of the Board of Directors for all the purposes under this Act.
4. The memorandum of a One Person Company (OPC) shall state – the name of the person who, in the event of death of the subscriber, shall become the member of the company.
5. the words ‘‘One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
6. In relation to One Person Company (OPC) and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
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