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Company Incorporation

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ONE PERSON COMPANY (OPC)

One Person Company (OPC) is an innovative step towards leveraging extended benefits to individual entrepreneurs seeking benefits of Private limited companies.


MEMBER/PROMOTER:

Companies Act 2013 on OPC defines "Member" as the sole person required to form & operate an OPC.


CRITERION:

  • OPC shall be incorporated & operated by only one person to be called as "Member".
  • OPC shall be operated as a private limited company.
  • OPC shall only be formed by a natural person who is Resident of India.
  • OPC should have a nominee for its sole member & its Memorandum should also contain the name of the nominee.
  • One person cannot be a member or nominee for more than one OPC.
  • No Minor shall become a member or nominee or hold shares of the OPC.
  • OPC shall not carry out any non-banking financial investment activities including investment in corporate securities.
  • OPC shall not be incorporated or converted into section 8 company (companies with charitable objects.etc.).

MODUS OPERANDI:

  • Wherever the name OPC is printed, affixed or engraved, the word "One Person Company" shall be mentioned in the brackets, just below the name.
  • Member of the OPC shall be considered as the first director of the company until the member appoints another person as the Director of the company.
  • Company shall obtain consent from nominee in Form No. INC 3 & file with ROC along with Form No. INC 2 at the time of incorporation.
  • Company shall file MOA, including the name of Nominee along with Form No. INC 2.
  • OPC shall hold minimum two board meetings in every calendar year including one board meeting in every half calendar year. If company holds only two board meetings in a calendar year then minimum gap between two consecutive board-meetings shall not be less than 90 days.

CONDITIONS:

  • Member of OPC may at any time replace the existing nominee with a new nominee. However, changing the name of nominee shall not be treated as change of memorandum.
  • Nominee can also withdraw their consent from OPC at any time. In that case, sole member shall appoint a new Nominee and inform the company within 15 days along with the consent of new nominee in FORM NO. INC-3.
  • Company should file the Form No. INC 4, along with written consent from the new Nominee in FORM NO. INC-3 with ROC within 30 days from receipt of notice.
  • In case any Member or Nominee becomes a member or nominee in another OPC then they should withdraw their participation from existing or new OPC, within a period of one hundred and eighty days.
  • OPC should be converted into a private or public company with-in six months in case its paid-up share capital exceeds fifty lakh rupees or average annual turnover during the relevant period exceeds two crore rupees. In any other case it cannot be converted into private or public company before completion of 2 years of its incorporation
  • Relevant period means the period of immediately preceding three consecutive financial years"
  • A private limited company can also be converted into OPC by passing Special Resolution, provided they fulfill the entire eligibility criterion.

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