One Person Company- A Complete Analysis | Unilex

The companies ACT 2013, released a new segment in the company act which is known as one person company. This segment is run by the one member. There is no needed to have a co-founder for such corporation. The concept of the one person company provides new range of opportunities to the ones looking forwards to open their own business without taking help of team and directors. It is the great deal for the entrepreneurs who are willing to open business, but due to lack of team members, stakeholders and directors they unable to do it. To overcome from this problem, the Indian government launched one person company concept. Which not only support entrepreneurs but also increase the economy of the India.

It is a comparatively a new concept in India, while on the other hand, it has been proved successfully in other countries like UK, US, and China. The introduction of one person company in the companies act 2013 is a move that would encourage entrepreneurs to achieve their goals and contribute to economic growth.

The Classification which included OPC was;

i. On the basis of size

a. Small companies

b. Other Companies

ii. On the basis of number of members:

a. One person company

b. Private companies

c. Public companies One Person Company (OPC)

3 iii. On the basis of control

a. Holding companies

b. Subsidiary companies

c. Associate companies

iv. On the basis of liability:

a. Limited

I. by shares; and

II by guarantee (with or without share capital)

b. Unlimited

On the basis of manner of access to capital:

a. Listed companies

b. Un-listed companies

Features of the one person company:

The concept of the one person company is mentioned in the various provisions of the act, and an analysis of these provisions, salient features of the one person company.

It is a company which has only one person has a member.
Unless excluded by the Act, it has all characteristics of the private company.
It has the minimum paid up share capital 1 Lakh.
One person company shall have minimum one director- to maximum 15 directors.
One person company need not hold annual general meeting every year.
One person company is required to be mentioned in brackets below the name of such name of the company, wherever its name is printed.
Shareholder of the one person company should be first act as the director of the company, until the company appoints a director.
One person company paper work is lesser than other business entities at the time of registration.
Restrict the right to transfer the share.
Prohibits any invitations to public to subscribe for the securities of the company.
Only natural person who is the resident of the India can become the director of the one person company.
The annual returns of the OPC shall be signed by the company secretary or by the director of the company.
If the Article of Association do not contain the name of the director, the sole shareholder/member will be the director of the company.
The Memorandum of the OPC shall indicate the name of the nominee.
All the business should be transacted at the meeting of the board shall be entered in the minute book.
It can be registered as the private company.
Only natural born Indian resident can open OPC.

Privilege available to the OPC members:

Some of the privilege and benefits associated with the OPC are listed below;

OPC would provide the start-up entrepreneurs with new business idea. They can open their business without taking help of shareholders and other members.
OPC would provide an outlet for the entrepreneurial impulses among the professionals.
OPCs are not proprietorship concerns; hence, they give a dual entity to the company as well as the individual, guarding the individual against any pitfalls and liabilities. This is the fundamental difference between OPC and sole proprietorship.
Unlike a limited company or public limited company OPC need not bother too much about compliances.
Business currently run under the proprietorship model could get converted into OPCs without any difficulty.
OPC requires minimum capital to begin with. Being a recognized corporate, could well raise capital from others like venture capital financial institutions.
Mandatory rotation of auditor after expiry of maximum term is not applicable.
The annual returns of a one person company shall be signed by the company secretary.
Shareholder of the one person company should be first act as the director of the company, until the company appoints a director.

Incorporation of OPC:

Process of Incorporation of One Person Company (OPC)
Obtain Digital Signature Certificate [DSC] for the proposed Director(s)
Obtain Director Identification Number [DIN]for the proposed director(s)
Select suitable Company Name, and make an application to the Ministryof Corporate Affairs for availability of name
-Draft Memorandum of Association and Articles of Associatio [MOA & AOA]
- Sign and file various documents including MOA & AOA with the
- Registrar of Companies electronically
- Payment of Requisite fee to Ministry of Corporate Affairs and also Stamp Duty
-Scrutiny of documents at Registrar of Companies [ROC]
-Receipt of Certificate of Registration/Incorporation from ROC

Conversion of OPC in to Public and private company:

Voluntarily - By increasing no. of members to 2 & 2
Directors or 7 Members & 3 Directors as the case may be. But not before 2 years of incorporation.
. Upon any of the following conditions:
Paid up Share Capital > 50 Lacs
Average Annual T/o of preceding three years > 2Cr. Should covert within 6 months of: the day Paid up Share Capital crosses 50 Lacs the last day of the third year.
Alter its memorandum by passing a resolution U/s 122(3)

Impact of OPC in Indian Entrepreneurship:

The concept of the OPC is still in its nascent stages in India and would require some more time to mature and to be fully accepted by the business world. With passage of time, the OPC mode of business organization is all set to become the most preferred from of business organization specially for small entrepreneurs. The benefits emanating from this concept are many, to name few-

Minimum paper work and compliance.
Ability to form a separate legal entity with just one member.
Provision of conversion to other types of legal entities should by induction of more members and amendment MOA.

There is no doubt, in the upcoming years one person company concept will be fully accepted by the Indian corporation and fruitful for the small traders, and entrepreneurs.

Final Say:

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