BACKGROUND – THE COMPANIES ACT, 2013
On August 29, 2013 the much-awaited Companies Bill 2013 (‘the bill’) received assent from the President Pranab Mukherjee. With this move, our country has got new company law that has replaced the erstwhile The Companies Act, 1956 (‘the existing Act’). The Companies Act, 2013 (‘the New Act’) provides for sweeping changes in the way company operates and regulates, making into a law that has replaced nearly six-decade old regulations that governed corporate in the country. On August 8, 2013, Rajya Sabha passed the bill which was already passed by Lok Sabha on December 18, 2012.
After lot of expectations and speculations, the New Act was finally notified in the Official Gazette on August 30, 2013 and the provisions of this Act shall come into force on such date(s) as the Central Government may notify in the Official Gazette. By way of notification dated September 12, 2013, The Ministry of Corporate Affairs (‘MCA’) has notified 98 sections of the New Act.
The New Act requires companies to spend on social welfare activities, empowers investors against any frauds committed by promoters, encourages companies to have women directors and seeks to bring in greater transparency in corporate governance matters. It also provides about three dozen new definitions including for terms such as frauds, promoters, chief financial officer, chief executive officer, control, turnover, small companies, associate companies and employee stock options.
The New Act has come up with many new concepts (including one-person company (‘OPC’), small company and dormant company) as compared to the existing the existing Act and made some material changes to provisions under the existing act before adopting the same. The New Act has empowered the Central Government to provide for a simpler compliance regime for OPC and small companies.
In this paper I have dealt with OPC, a concept which is parallel to existing concept of Sole-proprietorship whereas it shall be a separate legal entity distinct from its promoter and proprietors.
Many entrepreneurs would choose to be self-employed in an OPC as a change from traditional based small companies with employees and increasing management responsibilities. Being unemployed after another wave of recession or global slowdown also triggers desire among people to be self-employed especially in OPC.
One Person Company, as the name suggests, means a company which has only one person as a member and where legal and financial liability is restricted to the company only and not to that person.
With increasing use of information technology and computers, emergence of the service sector, J J Irani committee (‘Irani committee’), an expert committee constituted under the leadership of Dr. J J Irani by the MCA to present the report to advise the Government on the new Company Law, realized, it is time that the entrepreneurial capabilities of the people should be given an avenue for participation in economic activities. Yet it would not be reasonable to expect that every entrepreneur who is capable of developing his ideas and participating in the market place should do it through an association of persons. Irani committee felt that it is possible for individuals to operate in the economic domain and contribute effectively.Thus, in 2005 Irani committee recommended that law should recognize the formation of a single person economic entity in the form of OPC. Irani committee further recommended that OPC may be introduced with the following characteristics:
a. OPC may be registered as a private company with one member and may also have at least one director;
b. Adequate safeguards in case of death/disability of the sole person should be provided through appointment of another individual as Nominee Director. On the demise of the original director, the nominee director will manage the affairs of the company till the date of transmission of shares to legal heirs of the demised member;
c. Letter “OPC” to be suffixed with the name of the One Person Companies to distinguish it from other companies.
OPC IN FOREIGN JURISDICTIONS
The concept of OPC is new to India. However, various countries permit this kind of a corporate entity in which the promoting individual is both director and shareholder. In most countries, the law governing companies exempts an OPC from holding AGMs, though documents and records are to be maintained.
China introduced such concept in October 2005, in which promoting individual is both director and shareholder. In China, one person is allowed to incorporate an OPC with a minimum capital of 1,00,000 Yuan. However, Company Law of Republic of China restricts a person from setting up more than one OPC.
The amended company law of Pakistan permits a person to form a single member company, whereby nomination in the prescribed form indicating at least two individuals to act as a nominee director and alternate nominee director should be filed with registrar at the time of incorporation.
In United States of America, several states permits formation and operation of a single member LLC. In Singapore their companies Act was amended in 2004 to enable to incorporate companies for small, one person business. It is now possible to form a company that has only one member and one director and that sole director may also be the sole member of the company.
Similar concept of single person company is also introduced in Bahrain. A single person company is a company the capital of which is fully owned by a single natural or corporate person. The proprietor of the capital of the company shall be liable only to the extent of the capital allocated for the company. As given in Companies Act of United Kingdom, a single member company is a private company, limited by shares or by gurantee, which is incorporated with one member, or whose membership is reduced to one person. Further, these companies must still have at least one director and a secretary who cannot also be the sole director.
OPC – RATIONALE OF CREATION
The principal forms of business organizations permitted in India are Sole Proprietorship, Partnership firms and Companies. Sole Proprietorship is the oldest and most common form of business. Traditionally, in India it has been the trend to start a business in form of sole proprietorship. Though over the year business carried under sole proprietorship model has flourished due to economic growth coupled with ever increasing demand but sole proprietorship has always been tagged as “unorganized” form of business across all the sectors. It is expected that with the acceptance of OPC as legal corporate form of entrepreneurship, the growth of unorganized sector into organized form will be expedite. It should further open avenues of opportunities for entrepreneurs under the existing sole proprietorship form to attract private equity and easier bank finance with reduced risk and limited liability. Considering the benefits derived with the OPC, the New Act has provides several relaxation keeping in mind the level of operations and risk reward trade off.
The existing Act has mandated minimum two members to incorporate a company. Such a company must have at least two members as its shareholders throughout the company’s existence. Such a provision was probably to keep a distinction between a sole proprietorship and a company. To gain advantage of being a legal entity, over the years people started forming companies (private limited companies) by adding a nominal member/director and allotting them one single share, which is the minimum requirement to incorporate a company under the provisions of the existing Act and thereby retaining the rest of the share for themselves and eventually controlling operations single handedly. Thus a person by legally circumventing provisions of the existing Act can enjoy the status and benefit of a company while operating and functioning like a proprietary concern for all practical purposes. Realizing this scenario, to overcome such a situation and to make things clearer and transparent the Central Government provided introduction of concept of the OPC.
An OPC gives the advantage of limited liability to entrepreneurs whereby the liability of the member will be limited to the unpaid subscription money. This benefit is not available in case of a sole proprietorship.
Explaining some of the advantages of OPC, Corporate Affairs Minister Sachin Pilot stated in a press conference,
“Small entrepreneurs can now set up ‘one person companies’ to directly access target markets rather than being forced to share their profits with middlemen… This would provide tremendous opportunities for millions of people, including those working in areas like handloom, handicrafts and pottery. They are working as artisans and weavers on their own, so they don’t have the legal entity as a company. But the OPC would help them do business as an enterprise and give them an opportunity to start their own ventures with a formal business structure.” 
An OPC being an incorporated entity will also have the feature of perpetual succession and will make it easier for entrepreneurs to raise capital for business. Also, since it will have lesser compliance burden compared to private companies, it can be preferred mode of business for small industries.
INCORPORATION OF AN OPC
As per section 2(62) of the New Act, OPC means a company which has only one person as a member. This is paradigm shift in the entire concept of a company’s formation, operation and management under the existing provisions of the existing Act wherein a minimum two members is required for floating, both, private as well public companies, irrespective of the fact whether they are limited by shares or guarantee. Thus, entrepreneurs doing business as sole proprietors will now be able to avail benefits of limited liability without a second person to form a company under the New Act.
As per section 3(1)(c) of the New Act, “A company may be formed for any lawful purpose by one person, where the company to is to be One Person Company that is to say, a private company.”
Salient features in relation to incorporation of an OPC include:
a. The memorandum of an OPC shall indicate the name of a person ie a nominee, with his prior written consent in the prescribed form, who shall, in the event of the subscriber’s death or his incapacity to contract become the member of the company;
b. The written consent of the nominee shall also be filed with the Registrar at the time of incorporation of the OPC along with its memorandum and articles. (Detailed explanation of provisions related to nomination by sole member is given on page 8.);
c. The words “One Person Company” must be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved. [Second proviso to section 12(3)] (Similar to manner in which private limited company uses ‘Pvt ltd’);
d. Only natural persons can incorporate an OPC. Also, the person incorporating an OPC must be an Indian citizen who has stayed for at least 182 days during the immediately preceding one financial year. [Rule 2.1]*;
e. No person can incorporate more than five OPCs or become member in more than five OPCs. [Rule 2.1(2)]* Where a person who is already a member in an OPC becomes a member in another OPC by virtue of his being nominee in that OPC, such person shall meet eligibility criteria specified in rule 2.1(2) within a period of 180 days.
* As per draft rules for 16 chapters of the New Act, 2013 issued by the MCA for public opinion. Hereinafter referred as ‘rule’.
Section 2(68) of the New Act provides for the definition of private company to include OPC. It also explicitly excludes OPC from the condition for minimum number of members ie 2 for its incorporation. Thus, all the provisions of the New Act which are applicable to a private company shall also be applicable to the OPC. However, OPC have been granted numerous exemptions and therefore have lesser compliance burden. Such relaxations include:
a. Section 2(40) - Financial Statements of OPC may not include the cash flow statement. This implies that it is optional for OPC to include cash flow statement in its Financial Statements.
b. Proviso to section 92(1) - In case, an OPC does not have company secretary, the annual return can be signed by the director of the company.
c. Section 96(1) - An OPC is not required to hold an annual general meeting.
d. The provisions of following sections shall not apply to an OPC:
Section 98 - Power of Tribunal to call general meetings other than AGM
Section 100 - Calling of extraordinary general meeting
Section 101 - Notice of meeting
Section 102 - Statement to be annexed to notice of general meeting
Section 103 - Quorum for general meetings
Section 104 - Chairman of general meetings
Section 105 - Proxies
Section 106 - Restriction on voting rights
Section 107 - Voting by show of hands
Section 108 - Voting through electronic means
Section 109 - Demand for poll
Section 110 - Postal ballot
Section 111 - Circulation of members’ resolution
In short, provisions related to annual general meetings, general meetings, extraordinary general meetings, notice convening such meetings and procedures to conduct general meetings does not hold good for an OPC.
Further, section 114 the New Act provides that any business which is required to be transacted at an annual general meeting or other general meeting of a company by means of an ordinary or special resolution, it shall be sufficient if, in case of OPC, the resolution is communicated by the sole member to the company and entered in the minutes-book and signed and dated by the member. Thereafter, the resolution shall become effective from the date of signing such minutes.
a. The Financial Statements of an OPC shall be signed by only one director irrespective of the number of directors. [ section 134(1) ]
b. The minimum number of directors in the case of an OPC has been limited to one. [ section 149(1)(a) ] Thus, there is no constraint to appoint more than one director subject to a maximum of fifteen.
c. The directors shall be appointed as per the provisions laid down in the Articles of the OPC. However, where there are no provisions in the articles of a company for the appointment of the first director, an individual being member shall be deemed to be its first director until the director or directors are duly appointed by the sole member. [ section 152(1) ]
d. Generally, for a company minimum of four meetings of the board of directors in each year is required to be held in such a manner that not more than 120 days shall intervene between two consecutive meetings of the board. However, an OPC (having more than director) must conduct at least 1 meeting of the board of directors in each half of a calendar year with a gap of at least 90 days between the 2 meetings. For an OPC having only 1 director, the provisions of section 173 (Meetings of board) and section 174 (Quorum for meetings of board) will not apply. [section 173(5)]
e. As per section 122(4), when there is only one director on the board of an OPC, any business which is required to be transacted at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such OPC, the resolution by such director is entered in the minutes-book required and signed and dated by such director. The resolution shall become effective from the date of signing such minutes by the director.
NOMINATION BY THE SOLE MEMBER OF OPC
a. Section 3 of the New Act provides that at the time of incorporation, memorandum of the OPC should state the name of the person (‘nominee’) who shall become member of the company in the event of death of the subscriber or his incapacity to contract.
b. Inclusion of name of the person in the memorandum of OPC shall require prior written consent of such person. The consent of such person shall be obtained in the prescribed written format and shall also be filed with the Registrar in Form No 2.2.
c. Provided further that such person may withdraw his consent subsequently by giving a notice in writing to sole member and to the OPC
d. The sole member shall nominate another person as nominee within 15 days on the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the company, along with the written consent of such nominee in Form No 2.2.
e. Further, the company shall within 30 days of receipt of notice of withdrawal of consent file with the Registrar, such notice of withdrawal of consent and intimation of the name of another person nominated by the sole member in Form No 2.3 along with the prescribed fee and written consent of such other nominee in Form No 2.2.
f. Also, the member of OPC may at any time change the person nominated by him for any reason including in case of the death or incapacity to contract
g. This should be done by intimating the company such change in nominee along with name of another person who the member desires to nominate after obtaining the prior consent of such another person in Form No 2.2
h. On receipt of such intimation, the company shall file with the Registrar, a notice of such change in Form No 2.4 along the prescribed fee and written consent of such other nominee in Form No 2.2 within 30 days of receipt of intimation of change.
i. Any change in the name of nominee shall not be deemed to be an alteration of the memorandum. [section 3(1)]
j. Only a natural person who has stayed in India for a period of not less than 182 days during the immediately preceding one financial year is entitled to be a nominee for the sole member of an OPC. [ Rule 2.1(1)]
k. Death of the sole member [ As explained in interpretation of Articles of Association of a company limited by shares ]:
i. On the death of the sole member, the person nominated by such member shall have title to all the shares of the deceased member;
ii. the nominee on becoming entitled to such shares in case of the member’s death shall be informed of such event by the Board of the company;
iii. such nominee shall be entitled to the same dividends and other rights and liabilities to which such sole member of the company was entitled or liable;
iv. On becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company.
l. Penalty: If OPC or any officer of the OPC contravenes the provisions of these rules, such OPC or any officer shall be punishable with the fine up to 10, 000 rupees and with a further fine which may extend to 1, 000 rupees for every day after the first during which such contravention continues.
CONTRACT WITH THE SOLE MEMBER – Section 193
Section 193 is perhaps most important and fascinating provision to look out for. It states (1) “Where One Person Company limited by shares or by gurantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensuring that the terms of the contract or offer are contained in a memorandum or are recorded in the minutes of the first meeting of the Board of Directors of the company held next after entering into contract:
Provided that nothing in this sub-section shall apply to contracts entered into by the company in the ordinary course of its business.
(2) The company shall inform the Registrar about every contract entered into by the company and recorded in the minutes of the meeting of its Board of Directors under sub-section (1) within a period of fifteen days of the date of approval by the Board of Directors.”
OPC being a legally incorporated entity has the capacity and statutory power to enter into a binding contract. In case an OPC enters into any contract, not in the ordinary course of business, with its sole member who is also a director, then such contract must:
- either be in writing, or
- entered in the memorandum, or
- recorded in the minutes of the meeting held for the first time after entering of the contract
Particulars of the said contract must be filed by the company with the Registrar within 15 days of the approval of the contract by the Board.
CONVERSION OF OPC INTO PRIVATE OR PUBLIC COMPANY
1. Voluntary Conversion: An OPC can get itself converted into a private or public company after increasing the minimum number of members and directors to two or minimum of seven members and three directors as the case may be, and by maintaining the minimum paid-up capital as per requirements of the New Act for such class of company and by making due compliance of section 18 of the New Act for conversion.
2. Mandatory Conversion: The Rules prescribe certain circumstances when an OPC will be mandatorily required to convert into a private or public company.
3. According to Rule 2.3, an OPC will not be entitled to continue as an OPC, if
- the paid up share capital of an OPC exceeds 50 lakh rupees or
- Its average annual turnover during immediately preceding 3 consecutive financial years exceeds 2 crore rupees.
4. Such OPC shall be required to convert itself into either a private company or a public company in accordance with the provision of section 18 of the New Act
a. Within 6 months of the date on which its paid up share capital is increased beyond 50 lakh rupees; or
b. the last day of the period immediately preceding 3 consecutive financial years during which its average annual turnover exceeded 2 crore rupees; or
c. the close of the financial year during which its balance sheet total exceeded 1 crore rupees, as the case may be
5. It shall be required to alter its memorandum and articles by passing an ordinary or special resolution in accordance with sub-section (3) of section 122 of the New Act to give effect to the conversion and to make necessary changes incidental thereto.
6. Within 30 days of losing eligibility to continue as an OPC, the company shall give a notice to the Registrar in Form No 2.6 informing that it has ceased to be an OPC and that it is now required to convert itself into a private company or a public company by virtue of its paid up share capital or average annual turnover, having exceeded the threshold limit as given under Rule 2.3.
SALIENT FEATURES OF OPC
Some of the salient features of OPC are as follows:
a. Promotes entrepreneurship across the country.
b. It is a legal person distinct from sole member.
c. De-risks the business by transferring the promoter’s liability to the company.
d. One can expect an OPC to inspire more trust in lenders given the incorporation process and perpetual succession.
e. Little paper work – the Articles of Association would be simple and short.
f. If the same person is acting as Director and Shareholder, there would be no need for board or shareholders meeting.
g. Quorum requirements, proxies, maintaining of various registers of members, filing of multiple e-forms fade away, leaving the single operator free from the shackles of corporate governance, except that he has to maintain his books of accounts, prepare and file annual audited balance sheet and profit and loss accounts, without the Board’s report.
h. The memorandum of an OPC shall indicate the name of the person who shall, in the events of the subscriber’s death, death or otherwise, become member of the company, thus perpetual succession is guaranteed.
i. The words “One Person Company” must be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
j. The OPC is not required to hold any Annual General Meeting. (This facility is not extended towards any other type of companies.)
k. An OPC would never be able to venture into Banking and Insurance business. (As conditions for starting banking and insurance activities are such that if an OPC attempts to venture into it, such company would cease to continue as on OPC.)
OPC v/s SOLE PROPRIETORSHIP
The following are some of the differentiating features of an OPC compared to a sole proprietorship:
a. OPC is a separate legal entity different from the owner whereas in the case of sole proprietorship both these merge into one. There is only one identity and that is that of the owner himself. Therefore if the OPC is embroiled in a legal controversy, the owner will not be sued, only the company will.
b. Arguably the most important feature is that in the case of OPC the liability of the owner is limited whereas a sole proprietor is liable for all the liabilities of the business entity he creates. Thus personal assets of the shareholders and directors remain protected in case of a credit default. However, a proprietorship offers no such advantage.
c. Financial ratings, creditability and debt obligations are determined by the standing of the owner- individual in the case of sole proprietorship. In the case of OPC this will be different as OPC has a separate legal identity.
d. Being a company, an OPC will need to adhere to strict legal compliances (Registration, DIN, MOA, AOA, etc); but that is not the case with sole proprietorship.
e. An OPC is not easy to set up. For one, it requires a lot of paperwork and is a time-consuming process. One also needs to factor in the cost of establishing such a firm. For instance, you need to get a lawyer or company secretary to help you draft the memorandum and articles of association unlike sole proprietorship.
f. An OPC will have a separate identity for tax purposes, different from the owner, which is not the case with sole proprietorship form of organization. The OPC will be taxed at 30%, which may be higher than the 10-30% for a business that is not incorporated. Other types of taxes, such as the minimum alternate tax [MAT 115JB – base tax rate 18.5%] and dividend distribution tax (base tax rate 15%), may also be applicable. On other hand alternate minimum tax (115JC) is applicable to all entities other than company. As far as the taxation is concerned, the income generated from the business is clubbed with the personal income. Therefore, the tax liability would depend on the slabs in which it falls. However, in some cases, a proprietorship can be a tax-inefficient way of doing business. The tax incidence is the main deterrent for setting up of OPC. Hence, one must carefully analyze all aspects before choosing the business structure.
a. The single most advantage of an OPC is that an entrepreneur can commence a business, however risky, without the fear of unlimited liability threatening his very existence. The compliance requirements, though a tad tedious compared to a proprietorship business, is a small price for the benefits which an OPC provides.
b. OPC shall boost the perpetuity and continuity to the life of the company as it does not end with the life of the person who is the owner of the company.
c. With the process of starting a business getting simpler it could be a boon for every form of small business. It could also present an opportunity for a lot of Non Resident Indians (NRIs) who can set up their companies in India.
In view of the above mentioned features and expected benefits of the OPC, the concept of OPC looks promising. However, the success of this concept would be correctly gauged only after its implementation.
SUCCESS IS DOUBTFUL
Limited Liability Partnership Act, 2008 was enacted with the objective of providing limited liability for the partners in business, besides bringing the all small and medium enterprises in the unorganized sector into organized sector. However, the concept of Limited Liability Partnership (‘LLP’) has not been successful and till date approximately only 10,000 LLP are registered. The LLP model of business is not fully encouraged even by professionals. The success of the concept of OPC is doubtful on some of the following grounds:
a. Despite the apparent ease of formation of the OPC, sole member/director will still be called upon to ensure statutory compliances like filing of returns, audit of accounts, etc.
b. Taxation related issues which one may face could include things like tax on capital gains on conversion of sole proprietorship to OPC and vice versa, remuneration to director, deemed dividends and stamp duty on transfer of business to OPC. Though there is an existing provision in the Income Tax Act, 1961 [ section 47(xiv) ] which should help in availing relief from capital gains, even if originally it was not framed with an OPC in mind. These issues will get crystallized even as the concept evolves and rules get notified.
c. The existing proprietors are free to raise funds from their relatives, friends and others when the need arises. On the other hand, an OPC, being a private limited company, is not permitted to borrow from others.
d. Several existing private limited companies may be as good as sole proprietorship firms but such private companies may consider and introduce several other shareholders, up to a limit of 200. On the other hand, the capital of the OPC is only to the extent of available funds of the person who owns the OPC.
e. The concept of nomination is slowly being introduced in bank accounts, share trading etc, but has not come into the business enterprises. Normally, the existing sole proprietorship business assets are shared by the legal heirs which may be more than one. Conversion of existing proprietorship business into OPC or incorporation of a new OPC all together requires providing one nominee which may not be acceptable to the other family members.
f. Foreign companies may not be able to incorporate their subsidiaries as OPCs as the subscriber has to be only an Indian citizen who has stayed for at least 182 days during the immediately preceding one financial year and that too, with a nomination of another Indian citizen who has stayed for at least 182 days during the immediately preceding one financial year. The concept of subsidiary company is that the entire shares are held by the holding company and therefore, it is not possible for MNCs to incorporate their subsidiaries as OPCs.
g. Above all, the expectation that the bankers will provide funds easily to OPCs seems unrealistic. At present, bankers do insist on collateral and other securities for extending credit facilities to small individual business entrepreneurs. Since the OPC now allows the same individual proprietors to claim limited liability, the risk avenue is more to the bankers.
A FINAL WORD
OPC, promising but still is a half-baked concept, one shall have to adopt wait and watch strategy to conclude about success of OPC. As of now, OPC business model exists only on paper, not majority of the common people in India are aware of introduction of such business model. There is need to create mass awareness to penetrate key benefits and advantages among general public. OPC can be one of the excellent vehicle which will surge to unleash the entrepreneurial capabilities within an individual. There is an ample of opportunity for OPC concept to be renowned as a flagship business model of the modern India as there exist an entrepreneur in almost every household.
In the current scenario, the MCA has notified 98 sections of the New Act by way of notification dated September 12, 2013 and rest of the sections and rules would be enforced in phases. As far as the Companies Rules, 2013 is concerned; the draft rules are being released in tranches inviting public comments and suggestions. Recently, 3rd and 4th tranche of draft rules was uploaded by MCA for public comments/suggestions and last date of submitting comments/suggestions was November 10, 2013.
All in all, it seems that despite the initial enthusiasm that this concept received, it seems that in practice, this by itself is not likely to encourage sole proprietors to convert into a company in large numbers. Further, the new concept of an OPC whether or not would act as a replacement to sole proprietorship, will depend upon the strength and ability of the laws to ensure success of an OPC as a business model, which is yet to be tested. At this stage, one can only say that the availability of an OPC medium to do business would definitely be a welcome addition.
This will open all options for Indian entrepreneurs, with pros and cons, and leave it in the hands of such promoters to decide the best option.
Thus, it remains to be seen if the OPC model is widely adopted.
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Tags Corporate Law