The 2013 Companies Act introduces a new type of entity to the existing list i.e., apart from forming a public limited or private limited company, the 2013 Act enables the formation of a new entity, a ‘One Person Company (OPC)’.
Selection of the type of business entity is of utmost importance before starting a business. It is beneficial for entrepreneurs to have multiple options available when looking to start a business. OPC, LLP, and Private Limited Company are the three most preferred business entities in India. LLP is formed under LLP Act, 2008. In LLP, the liability of the partners is limited to their contributed amount to the company. LLP works best if no external funding is required by the partners, when they need it then the company can be turned into a Pvt Ltd Company.
In a nutshell, GST is an indirect tax that is levied on the sale, manufacture, and consumption of goods and services. It applies to the entire nation and seeks to make it a common unified market. With the support of a uniform tax structure, GST will enable smooth supply across the whole supply chain in all states.
An OPC means a company with only one person as its member [Section 3(1) of 2013 Companies Act]. As the name suggests, a One-Person company is a company that can be constituted by just one person as its shareholder. An OPC can be contrasted with Private companies, which require a minimum of 2 members to get going. In OPC, the person and the company are considered separate legal entities. In a One-Person-Company, the owner’s liability is limited to his/her investment.
The introduction of OPC was based on the suggestions of the J.J Irani Committee Report on Company Law, which submitted its recommendations in 2005. It said small companies would contribute immensely to India’s economy, but because of their size, they can not be burdened with equal levels of norms & compliance requirements as big public listed companies.
The Law on One Person Company that took shape, as a result, exempted such companies from many procedural requirements, and, in some cases provided relaxations. For instance, an OPC is not required to conduct an annual general meeting, which is a requirement for other companies.
A One-Person-Company also does not require the signatures of both its company secretary and director on its annual returns.
Online company registration In India, One Person company is most recommended for Single founder, if do not have second director, start the OPC now, its very easy to convert OPC to Private Limited Company. One advantage of One Person company is, limited liability for the directors and Shareholders with certain restrictions that are placed on the ownership.
One person company(OPC) has all the benefits of Private Limited Company. All companies Registered in India are governed by Statutory act, Companies Act 2013.
| Particulars | OPC |
|---|---|
| Applicable law | Companies Act, 2013 |
| Regulatory Authority | Ministry of Corporate Affairs |
| Members required | Minimum one Maximum one |
| Directors required | Minimum one Maximum 15 |
| Minimum Share Capital | No minimum share capital is required. If capital exceeds 50 lakhs, OPC gets converted into Pvt. Ltd. |
| Board Meeting | One meeting in each half-year, and the gap between 2 meetings should be at least 90 days. |
| Statutory Audit | Compulsory |
| Liability | Limited |
| Transferability | Ownership can be transferred to the nominee in case of the Director’s death or incapacity to act. |
| Annual Filing | Financial statements and annual returns to be filed with ROC. |
| Annual Filing | Financial statements and annual returns to be filed with ROC. |
| FDI | Not eligible for FDI |
| To be opted | If Capital requirement is 50 lakhs and turnover less than 2 crores. |
| Company name | Should end with OPC (Pvt. Ltd.)/ OPC Ltd. |
| Documents Required |
|---|
Yes, One person can start a company as per the Companies Act, 2013. As per the clause included in the act, there will be only one owner and one shareholder. Generally, it will be the same person.
Yes, an OPC can be converted in Karnal into a Pvt. Ltd. company if its paid-up share capital exceeds 50 Lakh rupees, or, if its annual turnover exceeds 2 crore rupees, then within 60 days, OPC can be converted into a Pvt. Ltd. Company. OPC needs to inform about the voluntary conversion to the ROC within 60 days.
OPC shall be liable to convert itself into a Pvt. Ltd. company if its paid-up capital exceeds Rupees 50 lakhs, or the average turnover exceeds 2 crores. In such a case, it shall cease to operate as a One -person company.
Alter the Memorandum of Association (MOA) & Articles Of Association (AOA) by passing a special resolution in the meeting. Inform ROC within 30 days of its conversion. Increase the number of directors and members as per the requirement of a Pvt. Ltd. company.
Yes, an OPC can be sold to another person.
Yes, it is mandatory to appoint a nominee. A nominee is a person who shall, in the event of death of the sole promoter or his/her incapacity to act, shall act as the successor. The nominee needs to give his prior consent at the time of incorporation of the company in form INC-3. The nominee may, at any time withdraw his/her consent, by giving notice to OPC and its members as well.
An OPC can not indulge in NBFC-related activities, OPC can not invest/acquire Securities in its own name in other body corporate but its members can invest in other body corporates. OPC cannot issue shares except to its members..
The exemptions available to an OPC are;
In the case of One person company, only Indian nationals are allowed to commence the company. So, FDI is not allowed in an OPC.
NRI, minor person, foreign citizen, or a person incapacitated to contract are prohibited from forming a one-person company.