Origin of OPC company Concept in India
The concept of One Person Company (OPC) was introduced in The Companies Act 2013 and concept was Mooted By Dr. J.J. Irani Committee with view to enable a single person to run company
Comparison of OPC with Proprietorship Concern
|S. No.||OPC||SOLE PROPRIETORSHIP|
|1.||Separate Legal entity||Not a Separate Legal Entity|
|2.||Limited Liability||Unlimited liability|
|3.||Perpetual succession||No perpetual succession|
|4.||Loan not the sole responsibility of the owner||Loan-sole responsibility of the|
|5.||Registration required||Registration not required|
|6.||Finance –credit record of the OPC||Finance –credit record of the Owner|
salient features of OPC
- OPC is run by Individual although OPC is Separate legal entity
- The status of OPC is as that of Private Limited
- The OPC can have only one person as Member and may have at least one person as director
- The member and nominee of OPC must be natural person and resident of India
- One person can incorporate only one OPC
- The member of OPC can be member in one OPC only if he/she appointed as nominee in other OPC then need to comply with provision in 180 days
The following point should be kept in mind while choosing OPC
- OPC loose its status when its paid up capital Exceed Rs. 50,00,000 or turnover of OPC Exceed Rs. 2,00,00,000 in last 3 year
- Minor can not be member or nominee of OPC
- OPC can’t be converted in to Section 8 of the companies Act 2013
- OPC can’t carry the function of Non banking financial investment and also cant invest in any body corporate.
- OPC can’t converted in any other form of company before the expiry of 2 year although when threshold limit of paid up capital or turnover exceeded then it can be converted.
- An existing company other than OPC and section 8 company can be converted in OPC only if paid up capital does not exceed Rs. 50,00,000 and turnover does not exceed 2,00,00,000 with by passing special resolution.
Privileges And Benefits to OPC
- Rotation of auditor is not apply.
- OPC have less compliances as compared to private limited or limited company.
- Business of proprietorship can easily be converted in OPC.
- OPC is not a proprietorship concern although it has dual character as Company as well as individual.
- OPC has limited liability.
- Annual Return of OPC can be sign by only one person as director.
- Provision of holding AGM is not apply to OPC.
- OPC can have minimum one director and maximum 15 Director.
- For the purpose of compliance of board meeting sign of 1 director would be sufficient
- Financial statement of OPC can be signed by 1 director
Incorporation of OPC
Step of OPC incorporation
Step 1 :- Obtain DSC first for All Director
Step 2 :- Obtain DIN if not have already
Step 3 :- Make an application to www.mca.gov.in
Step 4:- After verification of correctness of Application ministry of corporate affaire shall issue Certificate of Incorporation
Board Meeting :- Section 173(5)
- In OPC at least one board meeting should be held in each of 6 month of calendar year.
- Gap in between two meeting should be more than 90 days
- Exemption from holding board meeting if there is only one director.
Provision of holding of Annual General meeting is not apply to OPC although every OPC shall required to file there annual return within 6 month from the end of the financial year.
Change of nominee
- 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 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 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 for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form No INC.3.
- the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form No.INC.3 within thirty days of receipt of intimation of the change.
- Where the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, One Person Company (OPC) 19 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 the company shall file with the Registrar an intimation of such cessation and nomination in Form No INC.4 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 within thirty days of the change in membership and with the prior written consent of the person so nominated in Form No.INC.3.
Note:- OPC means One Person Company