One Person Company (OPC) is a combination of sole
proprietorship and company form of business, as per the Section 2 (62), where
one person who is the owner of the business acts as the director as well as the
share holder. In an OPC the owner is saved from the hassle of finding a
co-partner to commence the business as a registered entity and the legal
financial liability is limited not to him but to the company. However, to begin
an OPC, the person needs to be an Indian resident or citizen.
To commence a one person company, an investor needs a minimum capital of Rs. 1 lakh and the words ‘One Person Company’ needs to be mentioned in brackets under the name of the company, wherever its name is printed, engraved or affixed. The owner himself will act as the director of the company and he need not conduct Annual general Meetings (AGM). According to the rule, the owner while lunching an OPC needs to nominate a person who will be incorporated as the next owner in the event of his death.
To commence a one person company, an investor needs a minimum capital of Rs. 1 lakh and the words ‘One Person Company’ needs to be mentioned in brackets under the name of the company, wherever its name is printed, engraved or affixed. The owner himself will act as the director of the company and he need not conduct Annual general Meetings (AGM). According to the rule, the owner while lunching an OPC needs to nominate a person who will be incorporated as the next owner in the event of his death.
Step
to incorporate an OPC.
Form INC-1 shall be filed for name availability.
Incorporate OPC: After name approval, form INC-2 shall be
filed for incorporation of the OPC within 60 days of filing form INC-1.
Form DIR-12 shall be filed along with (linked) form INC-2 except
when promoter is the sole director of the OPC.
The company shall file form INC-22 within 30 days once form
INC-2 is registered in case the address of correspondence and registered office
address are not same.
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.
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.
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.
What is the time limit for filing form
INC-5?
Form INC-5 shall be filed within sixty days of exceeding
threshold limits.
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.
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.
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.
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.
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