Explain the provisions governing one person company (OPC). Can a person incorporate more than one OPC?
CS Professional · Advanced Company Law and Practice · PYQS · June 2015
Explain the provisions governing one person company (OPC). Can a person incorporate more than one OPC?
Answer & Explanation:
Section 2(62) of the Companies Act, 2013 defines "one person company" as a company which has only one person as member. Section 3 of the Companies Act, 2013 read with Rule 3 of the Companies (Incorporation) Rules, 2014 state that only a natural person who is an Indian citizen and resident in India:- shall be eligible to incorporate a One Person Company; shall be a nominee for the sole member of a One Person Company. The subscriber to the memorandum of a One Person Company shall nominate a person, in form INC 2 after obtaining prior written consent of such person, who shall, in the event of the subscriber's death or his incapacity to contract, become the member of that One Person Company. The name of the person nominated shall be mentioned in the memorandum of One Person Company and such nomination shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles. The nomination has to be filed with Registrar. Nomination filed can be withdrawn at later date. New nomination to be filed in 15 days in Form INC 4 along with written consent in INC 3. OPC will lose its status if paid up capital exceeds ₹50 lakhs or average annual turnover is more than ₹2 crores in three immediate preceding consecutive years. OPC can not convert itself in any other kind of company before two years of incorporation except under criteria of capital and turnover as mentioned above. No minor shall become member or nominee of the One Person Company or hold share with beneficial interest. A One Person Company needs to have minimum of one director. It can have directors up to a maximum of 15 which can also be increased by passing a special resolution as in case of any other company. At least one meeting of the Board of Directors to be conducted in each half of a calendar year. Gap between the two meetings should not be less than ninety days. OPC can not be incorporated or converted into sec 8 company. OPC cannot carry out NBFC business. A private company can be converted into OPC subject to certain conditions. A person can incorporate only one "One Person Company".
Topics: Company Incorporation
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