As per 2(62) of companies act, 2013 ‘One Person Company’ is a company that has only one person as its member and only require one director.
Paid up share capital of an OPC shall not exceed Rs. 50 lakhs and its average annual turnover of immediately preceding three consecutive financial years should not exceed Rs. 2 crores. If the given limit of share capital and average annual turnover exceeds, OPC has to mandatorily convert itself into a private or public company.
PROCEDURE FOR OPC INCORPORATION IN INDIA-
1) For incorporation of company in India, the only member of OPC has to obtain its digital signature.
2) After obtaining digital signature, application for reservation of a name shall be made in form RUN (reserve unique name) along with fee of Rs. 1000 as per rule 9 of the companies (incorporation) rules, 2014.
Allotted name shall be valid for 20 days.
3) Ones the name is allotted, form INC. 32 (SPICe) shall be filed with the ROC along with following documents-
• Declaration made by professional in INC. 8
• Declaration made by the member in form INC. 9
• Consent of director in form DIR 2
• Self attested copy of PAN of the member
• Self attested copy of driving license/ passport/ voter ID card of the member
• No objection certificate from the owner of proposed registered office along with utility bill and ownership proof.
• Signed form INC 3
4) Form SPICe MOA and SPICe AOA shall be filed with registrar for OPC INCORPORATION
5) After all the forms are duly filed and requirements are fulfilled, ROC will issue a certificate of incorporation in form no. INC 11.
PRELIMINARY CONDITIONS FOR INCORPORATING OPC-
– A natural person who is an Indian citizen and resident in India can only be a member and nominee of an OPC
– A natural person cannot be a member and nominee of more than one OPC.
– Minor can neither be the member or nominee in OPC nor can hold any interest in such OPC.
– OPC can never be incorporated or converted into a company under section 8 of the companies act, 2013.
– No OPC can carry out non-banking financial investment activities including investment in securities of anybody corporate.
– Conversion of OPC into any other kind of company is not possible unless 2 years are passed from date of incorporation or if it falls under the mandatory conversion criteria.
– It is mandatory for every OPC to include word ‘OPC’ in brackets after the name of the company.
It is to be noted that for incorporation of company in India, OPC is not required to hold annual general meeting. But it should hold 2 board meetings during a calendar year and gap between such meetings shall not be more than 90 days.