One Person company (OPC) is a new concept introduced by the Companies Act 2013. As the name suggest the One Person Company is incorporate with Only one person as its member regarding Section 2(62)of 2013 Act. OPC gives the corporate status body to entrepreneurship to encourage and facilitates their marginal Business. The procedures of such companies and the liability of members are limited.
Section 3(1)(c) of 2013 Act the status of One person Company(OPC) shall be that of Private Company. The 6(1)of Companies Rule,2014 states that the paid up capital of OPC should not exceed 50 lacs and the Average turnover should not break the record of Two Crores.
If anyone among the Conditions cleft the status of OPC will get drain based upon the Rule 6(1)of Companies Rule,2014 and 2015.
Suppose the conditions of OPC get pass up like the paid up capital of the company or its average turnover exceed its limit it will turn into Private Company having minimum two members and two Directors or the OPC will lose its Status and turn into Public Company with at least 7 members and minimum of three Directors with respect to the Section 18 of 2013 act.
Under the Rule 6(4)the OPC should give a notice to the Registrar in Form No.INC-5² within 60 days if any one of the above rules are cracked.
We can apply the below steps mentioned in Rule 3 of the Companies Rule 2014 for the Incorporate of an OPC.
1)The person who is an Indian Citizen and Resident in India can Incorporate an OPC as well as he can be the nominee of sole member of an OPC.
2)No person is eligible to incorporate more than one OPC or become the nominee in more than one such Companies.
3)A minor can’t able to be a nominee or a member of an OPC not either can hold the shares with beneficial interest.
4)If a person is a member of an OPC as well as the nominee of another OPC then he should face the eligibility criteria as above within 182 days.
5)An OPC cannot incorporate or assimilated to a Non-Profit Company under Section 8 of the 2013 Act.
6)An OPC should not carry any non-financial investment activities.
7)An OPC cannot convert into any type of company till the expiry of 2years from the date of its incorporation except the case that it will exceed the paid up capital or average turnover.
Important steps to follow for the incorporate of an OPC:
1)Application of the incorporation of an OPC has to be made with the Registrar over the Registered Office of the recommended OPC in Form No.INC-32(SPICe)4 along with the payment fees declared in the Companies Rule 20145. Then after the introduction of the above Form, Form No INC-2 has been deleted as respect to the Companies fifth Amendment rules,2016.
2) Before applying for the Registration the application of reservation of names should be made by RUN Service available on the MCA Website along with registration fee 1000 for each submission. In some cases the applications may be rejected or Approved by the Registrar or Central Registration Center after rectifications of the issues within 15 days.
3)Make sure that the described names are not Unsavory.
4) If we applied the name availability through RUN Service, then we must include SRN in form INC-32 or in the Spice Form we can directly add the name Application.
Attach the following in Form INC-32
a)Draft Memorandum of Association
b)Articles of Association
c)Testimony and Declaration by the first subscribers and directors
d)Proof of Office Address.
e)Copy of Expenditure Bills.
f)Approval copies(if the proposed name contain any specific words to get approve from the Central Government.)
g)Approval of the owner of the trademark or the applicants of such Trademark Registration.
h)NOC from the solo proprietor/partners/other associates for the Registration of proposed company.
i)Approval of nominee in INC-3
j)Identification proof of the nominee.
k)Intent passed by promoter company.
l)Interest of first directors in other companies.
m)Proof of identity and residential address of clients.
n)NOC in case there is a change in the promoters.
o)Proof of Address of the Application No 1,2,and 3.
p)Any other optional Attachment.
q)Copy of certificates of Incorporation of the foreign body company and statements passed.
5)If each application is found to be clear and in order the registrar will issue the certificate of Incorporation in Form No.INC-11.
6)The first meeting of the board will be conducted within 30 days from the date of Incorporation upon the receipt of certificates and the following list have to do .
a)Acceptance of MOA and articles as approved by ROC.
b) Approval of common company seals.(Adoption of common seal is now elective)Based upon Section 46 of the 2013 Act if the company has one common seal a certificate have to issue under the common seal by inter Alia.
c)Details of the openings of the company bank Account.
d)Verification of the address of the Registered office with Regard to Form No.INC-227 along with some registered copies like document of the title of the registered office, statement of the owner states that there is no reluctance to Applicants using the area as Registered firm, and any one of the proof like telephone, gas,electricity etc.
e)Application of Income Tax Deduction Account No.
f) Application of Company Registration for VAT.
g) Application of Sales Tax and Service Tax.
h)Endorsement to Certain persons for E-filing of returns with ROC.
i)Sanction of many other aspects as we needed for Registration.
7)Within a calendar year we have two held two Company board meeting approximately. The gap between the two meetings must not less than 90 days. It is noted that the provision of revised version of the secretarial standard-1 relating to Meeting of the Board and its Committees which are of mandatory information from October 2017 should not apply to an OPC.
8)The quorum related positions for meeting of the Board should not apply to OPC because they only have one member in their Board.