· There must be one natural person as member, one natural person as Nominee and at least One Director to incorporate an OPC. Member and Director can be the same person.
· Application for getting Digital Signature, with any of DSC Vender i.e. E Mudra/ Siffy/ TCS etc, who are known as Certifying Agencies who are duly appointed office of the Controller of Certification Agencies (CCA) under the provisions of IT Act, 2000.
· Making Application for allotment of Director Identification Number (DIN) in E-Form DIR 3, along with attachments i.e, PAN card and copy of address proof. ID and Address Proof Shall be certified by Practicing CA/CS/CMA.
· Making Application for reservation of name in E-Form INC-1 to Registrar of Companies. The Applicant can give maximum six names in order of preference. The proposed names for the company given in E-Form INC-1, shall end with, OPC Private Limited or Private Limited OPC. For Example XYZ Construction OPC Private Limited or XYZ Construction Private Limited OPC.
· Once the Name is approved by Registrar of Companies, draft MOA and AOA. In MOA, the Seven clause mainly i.e. Name Clause, Registered Office Clause, Main Object Clause, Liability Clause, Capital Clause, Subscribers Clause and Nominee Clause will have to take into consideration.
· Filing of E-Form INC-2, i.e, Application for Incorporation of an “OPC” needs to be filed within 60 Days from the date on which the application for Reservation of name was made.
· The Subscriber to the memorandum of an OPC shall nominate a person, 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 the company. Consent of such nominee Shall be obtained in Form No INC.3 and shall be attached in E-Form No INC.2.
· The name of the person nominated shall be mentioned in the seventh clause of memorandum of association of OPC.
Attachments of E-Form No INC.2.
· Memorandum of Association. (Format Prescribed in Table A of Schedule I of Companies Act, 2013). Only Change is replace point no 7 and 8 with point No 6 of the said table.
· Articles of Association.
· Identity Proof and Residential proof of the member and the nominee.
· Copy of PAN card of the member and the nominee.
· Consent of Nominee in Form NO. INC-3. (After filling Form INC-3, take print out and get it signed by the Nominee and attached the signed scanned copy in E –Form INC-2).
· Affidavit from the subscriber and first Director to the memorandum in Form NO. INC-9.
· List of all the companies (specifying their CIN) having the same registered office address, if any.
· Specimen Signature in Form No. INC-10 by subscriber to the memorandum.
· Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement etc. along with rent receipts).
· Copies of the utility bills of Registered Office address (not older than two months).
· Consent from Director in Form DIR-2.
· The company can file form INC-22 within 30 days once form INC-2 is registered, in case the address of correspondence and registered office address are not same in form INC-2.
Application for Commencement of Business Certificate
a) Upload of E-Form INC-21, anytime within 6 months from the date of incorporation.
Mandatory Point to be mentioned in Articles of Association of a One Person Company. The Points are inclusive and not exhaustive.
a) The company is a “One person Company within the meaning of Section 2(62) of the
Companies Act, 2013 and accordingly:
Limits the number of its member to one person.
b) Share Certificate :
Every share certificate shall be issued under the seal of the company, which shall be affixed in the presence of and signed by one director or a person authorized by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorized by the Board for the purpose.
c) Transmission Of Shares:
i. On the death of the sole member, the person nominated by such member shall be the person recognised by the company as having title to all the shares of the 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.
d) General Meetings
i. The resolution required to be passed at the general meetings of the company shall be deemed to have been passed if the resolution is agreed upon by the sole member and communicated to the company and entered in the minutes book maintained under section 118;
ii. Such minutes book shall be signed and dated by the member;
iii. The resolution shall become effective from the date of signing such minutes
by the sole member.
Points/Conditions to be noted while incorporating a One Person Company
· A person can be member in only one OPC.
· No person shall be eligible to incorporate more than an OPC or become nominee in more than one such company.
· Only a natural person, who is an Indian citizen and resident in India*, shall be eligible to incorporate an OPC.
· Only a natural person, who is an Indian citizen and resident in India*, shall be a nominee for the sole member of an OPC.
· Minor cannot become member or nominee of the OPC or can hold share with beneficial interest.
· OPC cannot be incorporated or converted into a Section 8 company.
· OPC cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates.
· OPC cannot convert voluntarily into any kind of company unless two years have expired from the date of incorporation of OPC, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.
· Where the sole member of OPC ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form No INC.4, within thirty days of the change in membership and with the prior written consent of the person so nominated in Form No.INC.3.
· 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)].
Resident in India" means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one calendar year
CSGAURAV +919990694230
[email protected] https://www.facebook.com/gauravdelhiravpage
Subscribe to CS GAURAV SHARMA by Email
