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  • Definition of OPC ?

Section 2(62)

One Person Company” means a company which has only one person as a member;

  • Who are eligible to incorporate  OPC ?

 (1) Only a natural person who is an Indian citizen and resident in India-

(a) shall be eligible to incorporate a One Person Company;

(b) shall be a nominee for the sole member of a One Person Company.

2[Explanation I – For the purposes of this rule, the term “resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding financial year.

 Explanation II.- For the purposes of this rule, while counting the number of days of stay of a director in India for the financial year 2018-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted]

1[(2) A natural person shall not be member of more than a One Person Company at any point of time and the said person shall not be a nominee of more than a One Person Company.]

(3) Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria specified in sub rule (2) within a period of one hundred and eighty days.

(4) No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.

(5) Such Company cannot be incorporated or converted into a company under section 8 of the Act.

(6) Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporate.

(7) No such company can convert voluntarily into any kind of company unless two years is expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.

Benefits of Incorporating One Person Company ( OPC) ?

  • Separate Legal entity
  • Limited Liability
  • Separates Management from Ownership
  • Credibility & Legal Status
  • Complete Control on Business

Statutory Exemptions provided to One Person Company :

  • OPC is not required to prepare cash flow statement as a part of financial statement. 
  • If an OPC does not have a company secretary, the annual return can be signed by the director of the company. 
  • An OPC is not required to hold an annual general meeting
  • Exemptions for Internal Control over Financial Reporting
  • Exemption from Secretarial Standards ie, SS-1 & SS-2
  • Board Report can be signed by single Director
  • In case of a One Person Company, Board’s report shall mean only a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
  • Only One Director can sign Financial Statements
  • Less Penal Provisions Applicable to OPC as compared to other types of entities whether Private or public
  • Required to hold at least one meeting of the Board of Directors in each half of a calendar year and the gap between the two meetings should not be less than ninety days
  • No Quorum required for Board meeting

Incorporation through SPICe (Without filling RUN)

Stakeholders can avail of 5 different services (Name Reservation, Allotment of Director Identification number (DIN), Incorporation of New Company, Allotment of PAN and Allotment of TAN) in one form by applying for Incorporation of a new company through SPICe form (INC-32) – Simplified Proforma for Incorporating Company electronically (SPICe) – with eMoA (INC-33), eAOA (INC-34). In case eMoA, eAoA are not applicable, users are required to attach the pdf attachments of MoA and AoA. There is no need for reserving a name separately before filing SPICe. One name for the proposed company can be applied through SPICe (INC-32).

Incorporation through SPICe (With RUN)

Name reservation: RUN service shall be used for name availability.
Incorporate OPC: After name approval, form SPICe shall be filed for incorporation of the OPC within 20 days from the data of approval of RUN.
The company shall file form INC-22 within 30 days once form SPICe is registered in case the address of correspondence and registered office address are not same.

 Quick Steps : 

  1. Apply for Digital Signature Certificate (DSC) : The first Step is to obtain the Digital Signature Certificate (DSC) of the proposed Director which required the following documents:
  • Address Proof
  • Aadhaar card
  • PAN card
  • Photo
  • Email Id
  • Phone Number
  1. Apply for DIN /TAN/Name Approval/PAN/GST

 Stakeholders can avail of 5 different services (Name Reservation, Allotment of Director Identification number (DIN), Incorporation of New Company, Allotment of PAN and Allotment of TAN) in one form by applying for Incorporation of a new company through SPICe form (INC-32) – Simplified Proforma for Incorporating Company electronically (SPICe) – with eMoA (INC-33), eAOA (INC-34). In case eMoA, eAoA are not applicable, users are required to attach the pdf attachments of MoA and AoA. There is no need for reserving a name separately before filing SPICe. One name for the proposed company can be applied through SPICe (INC-32).

 

3 . Mandatory Documents for Incorporating OPC: We have to prepare the following documents which are required to be submitted to the ROC:

  • The Memorandum of Association(MoA) which are the objects to be followed by the Company or stating the business for which the company is going to be incorporated.
  • The Articles of the Association(AoA) which lays down the by-laws on which the company will operate.
  • Since there are only 1 Director and a member, a nominee on behalf of such person has to be appointed because in case he becomes incapacitated or dies and cannot perform his duties the nominee will perform on behalf of the director and take his place. His consent in Form INC – 3 will be taken along with his PAN card and Aadhar Card.
  • Proof of the Registered office of the proposed Company along with the proof of ownership and a NOC from the owner.
  • Affidavit and Consent of the proposed Director of Form INC -9 and DIR – 2 resp.
  • A declaration by the professional certifying that all compliances have been made.

4.  Filing of forms with MCA: All these documents will be attached to SPICe Form, SPICe-MOA and SPICe-AOA along with the DSC of the Director and the professional, and will be uploaded to the MCA site for approval.

After uploading, Form 49A and 49B will be generated for the PAN and TAN generation of the Company which have to be uploaded to MCA after affixing the DSC of the proposed Director

  1. Issue of the certificate of Incorporation: On verification, the Registrar of Companies (ROC) will issue a Certificate of Incorporation and we can commence our business.

FAQ On One Person Company

1. How to incorporate an OPC?

Incorporation through SPICe (Without filling RUN)

Stakeholders can avail of 5 different services (Name Reservation, Allotment of Director Identification number (DIN), Incorporation of New Company, Allotment of PAN and Allotment of TAN) in one form by applying for Incorporation of a new company through SPICe form (INC-32) – Simplified Proforma for Incorporating Company electronically (SPICe) – with eMoA (INC-33), eAOA (INC-34). In case eMoA, eAoA are not applicable, users are required to attach the pdf attachments of MoA and AoA. There is no need for reserving a name separately before filing SPICe. One name for the proposed company can be applied through SPICe (INC-32).

2  How to inform RoC about change in membership of OPC?

The company shall file form INC-4 in case of cessation of member of OPC on account of death, incapacity to contract or change in ownership. In the same form, user needs to provide details of the new member of the OPC.

3 Is there any threshold limits for an OPC to mandatorily get converted into either private or public company?

In case the paid up share capital of an OPC exceeds fifty lakh rupees or its average annual turnover of immediately preceding three consecutive financial years exceeds two crore rupees, then the OPC has to mandatorily convert itself into private or public company.

4 How to intimate RoC that the OPC has exceeded the threshold limits and require conversion into private or public company?

The OPC shall inform RoC in form INC-5, if the threshold limits is exceeded and is required to be converted into private or public company.

5 What is the time limit for filing form INC-5?

Form INC-5 shall be filed within sixty days of exceeding threshold limits.

6 Is there any form that is to be filed for conversion of an OPC into private or public company? Is there any other purpose for filing this form?

Form INC-6 shall be filed by an OPC for conversion of an OPC into private or public company.

Yes, the private company will also file form INC-6 for converting itself into an OPC. The paid up share capital of private company should not be exceeding fifty lakh rupees and should not have average annual turnover more than two crore rupees at the time of such conversion into OPC. The company shall be having one member and shall appoint one nominee to act as member in case of death or incapacity of the member at the time of conversion into OPC.

7 What is the time limit for filing form INC-6?

Form INC-6 shall be filed within 30 days in case of voluntary conversion and within six months of mandatory conversion.

8 Who is eligible to act as a member of an OPC?

Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC.

For the above purpose, the term “resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one financial year.

9 A person can be a member in how many OPCs?

A person can be member in only one OPC.

10 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 member in One Person Company becomes a member in another OPC by virtue of his 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.

11 Which form is to be filed in case of withdrawal of consent by the nominee of an OPC or in case of intimation of change in nominee by the member?

Form INC-4 shall be filed in case of withdrawal of consent by the nominee or in case of intimation of change in nominee by the member.

Source : MCA 

http://www.mca.gov.in/

 

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