One Person Company is as the name
suggests is a company which has only one member. Section 3 catogorizes OPC as a Private
Company for different legal purposes and with just one member. All the
provisions that are linked to the private company are applicable to an OPC unless it is expressly excluded. As far as
OPC is concerned it is true that one Person is a sole proprietor and his
liability to the debtors of the Company is only restricted to the shareholding
of the company and that his personal
assets are never linked for the payment of the company’s liability, this only
holds true when the Proprietorship never happens.
The
Main Features of One Person Company (OPC)
1. It has one shareholder:
A person who is an Indian citizen and resident in India shall be eligible to incorporate a One Person Company. What does the term "Resident in India" mean? It is a person who has stayed in India for a considerable period of of time, that means not less than 182 days that immediately precedes one calendar year.
2. Nominee for the Shareholder:
One Shareholder shall nominate another person to become the shareholders at times of death or incapacity of the original shareholder. Such nominee shall give his/her consent for being appointed as the Nominee for being the sole Shareholder. The only person eligible for being the sole member of a one person company is an Indian citizen.
3. Director:
The company must then have a minimum of One Director and the sole shareholder can be the Sole Director. The Company may then proceed to have a maximum number of 15 directors.
The Terms and Restrictions of OPC
A person cannot be included more than a One
Person Company or even become the nominee
in more than one such company.
A minor cannot become a member or be a nominee of the One Person
Company or even can hold a share with
beneficial interest.
Incorporation and conversion of OPC into a
company under Section 8 of the Act cannot be done [Company not for Profit].
It is not possible for an OPC to carry out
Non-Banking Financial Investment activities and that includes investment in
securities of any body corporate.
An OPC is unable to voluntarily convert
into any kind of company unless at least two years have gone from the date of
implementation of One Person Company. The only exception is the threshold limit
(paid up share capital) which is increased beyond Rs.50 Lakhs or its average
annual turnover exceeds Rs.2 Crores, during the relevant period. If the paid-up capital of the Company exceeds
Rs.50 Lakhs or the average annual turnover at the time exceeds Rs.2 Crores,
then the OPC need to invariably file forms with the ROC for conversion into a
Private or Public Company, which if it breaches
above threshold limits within a period of six months.
How to Incorporate One Person Company (OPC)-
A Few Guidelines
- For the proposed Director(s) one has to obtain digital signature certificate [DSC].
- For the proposed director(s) one has to obtain Director Identification Number (DIN).
- Select a suitable company name, and for the availability of a name, one can make an application to the Ministry of Corporate Office.
- Draft both Memorandum of Association (MOA)and Articles of Association ( AOA)
- Sign and file different documents which include MOA & AOA with the Registrar of Companies electronically.
- Payment of the requisite fee to Ministry of Corporate Affairs and also for Stamp Duty.
- A perusal of documents at Registrar of Companies [ROC] with great details.
- Provide of receipt of a certificate of Registration/Incorporation from ROC.
No comments:
Post a Comment