One Person Company
SECTION 2(62): ‘One Person Company’ means a company which has only one person as a member.
Who Can Be Member Of OPC?
Rule 3 of Company Incorporation Rules, 2014
Only a natural person who is an Indian citizen [whether resident in India or otherwise].
Points Which Must Be Kept In Mind While Registering OPC.
1. Such Company cannot be Incorporated or converted into a Section 8 Company.
2. An OPC cannot carry out NBFC related activities and neither can it acquire or invest in securities of anybody corporate or issue or allot shares to anyone except its member.
3. A minor cannot become member or nominee of OPC.
What Are The Various Cases Of Change Of Nomine?
Case 1: IN CASE NOMINEE WITHDRAW HIS CONSENT:
a) Nominee may at any time withdraw his/her consent, by giving notice to Member and Member shall within 15 Days from the Date of receipt of Notice of withdrawal of consent, nominate a new nominee, with his prior consent in Form INC 3 and give intimation to company about such nomination.
b) Company shall within 30 Days from the date of receipt of notice of withdrawal of consent, file with the Registrar, notice of withdrawal of consent in Form INC 4, along with consent of new nominee in Form INC 3.
Case 2: IF SOLE MEMBER CHANGES THE NOMINEE ON HIS OWN:
a) A sole member at any time by giving notice to company, change the name of person nominated by him (nominee) and nominate new nominee, with the prior consent of appointee in Form INC 3.
b) Company shall within 30 Days of receipt of notice of such change, file with the Registrar, notice of such change in Form INC 4, along with consent of new nominee in Form INC 3.
Can OPC Be Incorporated As Public Limited Company
In Case Of Death Of Member Or His Incapacity To Enter Into Contract
In case of Death or his incapacity to enter into contract within 15 Days of becoming member, nominate a new nominee with his prior consent in Form INC 3.
What Are The Various Benefit/Exemption Provided To OPC
1. Cash Flow Statement is not required to be prepared as a part of their Financial Statement.
2. OPC can have only one Members as a shareholder at all times.
3. Non applicability of Section 98 and Section 100 to 111 (both inclusive).
4. Resolutions can be passed simply by member and by entering it into minutes book, which shall be signed and dated by sole member.
5. Financial statement of OPC is required to be signed by one Director only if there is one Director on the Board.
6. At least one Board Meeting required to conduct in each half calendar year, however the gap between two meetings should not be less than 90 Days (If there is two or more than two Director at the Board)
What Are The Restrictions In Carrying On The Activity Of OPC ?
1. OPC cannot carry on NBFC related activities.
2. OPC cannot acquire/invest in securities in its own name in other body corporate, however, member can invest in the shares of other body corporate.
3. OPC cannot issue or allot shares to anyone except its member.
What If A Member Of An OPC Becomes A Member In Another OPC By Virtue Of Being A Nominee In That Other OPC?
Where a natural person, being a member in One Person Company becomes a member in another OPC by virtue of him being a nominee in that OPC, then such person shall meet the eligibility criteria of being a member in only one OPC within a period of one hundred and eighty days, i.e., he/she shall withdraw his membership from either of the OPCs within one hundred and eighty days.
RECENT AMENDMENTS INFORMATION OF ONE PERSON COMPANY
√ WHO CAN BE NOMINEE OF OPC?
Only a natural person who is an Indian citizen [whether resident in India or otherwise] can be nominee of OPC.
NOTE: A person can be member of one OPC only at a time but he can be nominee in any other OPC. A person cannot act as member or nominee of more than one OPC at a time.
√ WHAT IS THE CRITERIA TO DETERMINE PERSON RESIDENT IN INDIA?
“Resident in India” means a person who has stayed in India for a period of not less than 120 days during the immediately preceding financial year.
√ FILING OF ANNUAL RETURN OF OPC.
For FY 2020-2021, OPC shall file Annual return in Form MGT-7A.
√ WHATARE THE RESTRICTIONS IN CARRYING ON THE ACTIVITY OF OPC
From 01/04/2021 onwards, time limit of 2 years for conversion of OPC to Private/Public is now ceased.
√ WHATARE THE THRESHOLDSFOR OPC?
|Criteria||Earlier threshold||Amended threshold|
|PAID-UP CAPITAL||INR 50 Lakhs||INR 2 Crores|
|TURNOVER||INR 2 Crores||INR 20 Crores|
√ START-UPS ELIGIBLE FOR FAST-TRACK MERGER
The Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2021 (effective date to be notified) makes start-ups eligible for fast-track merger with other start-ups or small companies under Section 233 of the Act.
About the Author
Author is Divya Goel, ACS working as Assistant Manager- Company Secretary with Neeraj Bhagat & Co. Chartered Accountants, a Chartered Accountancy firm helping foreign companies in setting up business in India and complying with various tax laws applicable to foreign companies while establishing their business in India.