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Salient Features of One Person Company (OPC) as per companies act 2013

OPC is defined u/s 2(62) of the companies act 2013.

OPC must have 1 director; the sole shareholder can himself be a sole director. The OPC may have a maximum of 15 directors by passing a special resolution.

Minimum and maximum no. of shareholders is only 1.

The MOA of an OPC must indicate the name of other person as a nominee. Who shall, in the event of subscriber’s death or incapacity to contract, become the member of an OPC. (Nominee may withdraw his consent at any time or the subscriber may change his nominee at any time by giving notice in the prescribed form.)

OPC must require affixing One Person Company in brackets under the name of the company.

Only natural person who should be an Indian citizen and resident in India for more than 182 days preceding the calendar year shall be eligible to incorporate an OPC shall be nominee for OPC

A person can be a member or a nominee in only 1 OPC.

A minor cannot become a member or a nominee of OPC.

OPC cannot be converted into Sec. 8 companies.

An OPC cannot carry out non-banking financial investments activities including investment in securities of anybody corporate.

An OPC cannot convert in any type of other company unless 2 years have been expired from the date of its incorporation.

OPC can be registered as a private company not as a public company.

Minimum and maximum paid up share capital of the OPC is Rs. 1 to 50 lakhs.

Where the paid-up share capital of OPC exceeds 50 lakhs or its average annual turnover exceeds to 2 crore immediately 3 consecutive financial years, such company shall required to convert itself into either private or public company.

At least 1 Board Meeting must be held in each half of the calendar year and the gap between 2 meetings should not be less than 90 days.

The provision of AGM is not required.

An OPC can be registered as

- limited by shares
- imited by guarantees

GST registration is required if the Company is doing inter-state Business or the turnover is more than 20 Lakh.

An OPC can have a subsidiary, but that subsidiary cannot be an OPC. It has to be a private / public company since only a natural person can be a shareholder of OPC.

An existing private company other than a company registered under section 8 of the Act which has paid up share capital of Rs. 50 Lakhs or less or average annual turnover during the relevant period is Rs. 2 Crores or less may convert itself into one Person Company by passing a special resolution in the general meeting.

If the One Person Company or any officer of the One Person Company contravenes the provisions of the rules, the company or any officer shall be punishable with fine which may extend to Rs. 10,000/ and with a further fine which may extend to Rs. 1000/ for every day after the first during which such contravention continues.

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(practising company secretary)
Category Corporate Law   Report

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