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All about One Person Company ( in English)

All about One Person Company (OPC) Introduction : The Companies Act, 2013 introduce new concepts that did not exist previously in the Companies Act 1956, the introduction of One person Company. In a Private Company, a minimum of 2 Directors and 2 Members are required whereas in a Public Company, a minimum of 3 Directors and a minimum of 7 members. A single person could not incorporate a Company previously. Before the enforcement of the Companies Act, 2013, a single person could not establish a company. If an individual wanted to establish his business, he/she could opt only for a sole proprietorship as there had to be a minimum of two directors and two members to establish a company. Who can form OPC :- Before Notification GSR 91(E) dated 01st February, 2021 only a natural person who is an Indian citizen and resident in India are allowed to incorporate a OPC. Any natural person (should not be minor) who is an Indian citizen whether a resident in India or not i.e. NRI shall be eligible to incorporate a One Person Company. Benefits of One Person Company • Separate legal entity. • The liability of shareholder/ director is limited • Easy to obtain funds – Venture Capital, angle investor • Legal status and social recognition for your business. It gives suppliers and customers a sense of confidence in business. • Perpetual succession -While incorporating the OPC, the single-member needs to appoint a nominee. Upon the member’s death, the nominee will run the company in the member’s place. • Less compliances -exemption available from various provisions under Company law. Difference between OPC and Sole proprietorship S.No. OPC Sole proprietorship 1. Have separate legal entity No distinction between business and proprietor 2. Liability of shareholder/director is limited Unlimited liability of sole proprietor 3. Income Tax rate applicable of Private Limited Company Slab rate wise tax applicable. Hence less tax implication 4. Compulsory statutory audit for books of account. Audit of books of accounts depend upon amount of turnover. 5. Mandatory compliance of provision of Company Law. Provisions of company law do not applicable. Frequently Asked Questions 1. Can a person be a member of more than one OPC? Answer : No, a person can be a member in only one OPC. 2. Is there any tax advantage on forming an OPC? Answer : There is no specific tax advantage to an OPC over any other form of company. The tax rate and other provisions applicable same as other companies. 3. Is there any threshold limits for an OPC to mandatorily get converted into either a private or public company? Answer : No, the compulsory conversion of OPC upon meeting the criteria of exceeding the minimum paid-up capital and average annual turnover was removed in the Companies (Incorporation) Second Amendment Rules, 2021. Thus, currently, an OPC need not convert into either a private or public company upon an increase in its paid-up capital and average annual turnover. 4. What is the mandatory compliance that an OPC needs to observe? Answer : The basic mandatory compliance comprises: a. At least one Board Meeting in each half of the calendar year and the time gap between the two Board Meetings should not be less than 90 days. b. Maintenance of proper books of accounts. c. Statutory audit of Financial Statements. d. Filing of business income tax returns every year before 30th September. e. Filing of Financial Statements in Form AOC-4 and ROC Annual Return in Form MGT 7. 5. Who cannot form an OPC? Answer : A minor, a foreign citizen will not be eligible to become a member. 6. How do I convert an OPC to a Private limited company? Answer : An OPC can be converted voluntarily into a private limited company by passing a special resolution after increasing the minimum number of members and directors to two. No Objection Certificate (NOC) in written form from the creditors must be obtained for the conversion of OPC to a private limited company.