Introduction
One Person Company is governed under Companies Act, 2013 and persons who are willing to start their business as one person company has to mandatorily comply with the provisions given in Companies Act, 2013.
As per section 2(62) of Companies Act, 2013 One Person Company meansa company which has only one person as a member.
In the current scenario, where the authorities are getting stricter day by day some businessman thinks it fit to convert its Private Limited Company into One Person Company.
Difference between One Person Company and Private Company?
|
Particular |
Private Limited Company |
One Person Company |
|
Definition |
Section 2(68) of Companies Act, 2013 "Private company" means acompany which by its articles, (i) restricts the right to transfer its shares; (ii) except in case of One Person Company, limits the number of its members to two hundred: Providedthat where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member: Provided furtherthat— (A) persons who are in the employment of the company; and (B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and (iii) prohibits any invitation to the public to subscribe for any securities of the company; |
Section 2(62) of Companies Act, 2013 One Person Company meansa company which has only one person as a member. |
|
Minimum Number of Members |
Two |
One |
|
Maximum Number of Member |
Two Hundred with exclusion given in definition |
Only one person can be member |
|
Nominee |
No concept of Nominee |
One Nominee |
|
Minimum number of Directors |
Two |
One |
|
Control |
Control with all shareholders |
Full control as sole member of OPC |
|
Foreign Shareholder |
Allowed |
Only Indian citizen are allowed to become member |
|
Activities |
No restriction |
Cannot carry business of Non-Banking Finance Company |
|
Compliance under various regulation |
Excessive compliance in comparison to one person company |
Less compliance applicable and |
Reasons
- Single Ownership: A Private Companies may opt to change its corporate structure to one person company as one person company has single owner, meaning thereby a complete control of the company will be owned by one single person. OPCs are specifically designed to cater to businesses owned by a single individual.
- Easy Management: under private limited company, there are requirement of at least 2 director and shareholder, on contrary to this, in the one person company, there is a requirement of 1 director and shareholder, meaning thereby, easy to manage the operations as lesser changes on conflict in opinion and decision making.
- Compliance Benefits: OPCs have reduced compliance requirements compared to private limited companies. For example, they are not required to hold annual general meetings, have fewer filing obligations, and do not require a minimum number of directors. This can result in lower administrative costs and simplified compliance for the single owner.
- Reduction in compliance cost: compliance requirement in case of one person company is very less as compare to private limited company, accordingly cost of compliances are also reduced.
Procedure for conversion of Private Company into OPC
- Any director or person authorised by the Board will dispatch a notice to call for Board Meeting. Notice shall be give as per section 173 of Companies Act,2013 read with secretarial standard 1 on Board Meetings.
- Conduct Board Meeting and consider the proposal for conversion of Company into OPC.
- Post approval, dispatch notices for calling an Extra Ordinary General Meeting/ Annual General Meeting (AGM) to all the members in accordance with provisions section 101 of Companies Act,2013 read with secretarial standard 2 on General Meetings
- Accord approval of Members through Special Resolution at Extra Ordinary General Meeting/Annual General Meeting (AGM) for conversion
- Ensure Before passing such resolution, the company shall obtain No objection in writing from members and creditors
- File E form MGT-14 to submit special resolution with the Registrar of Companies;
- After approval of MGT-14 file E form INC-6, application to conversion within 6 months of passing resolution
- Attach requisite documents with INC-6 like affidavits, list of members, creditors etc.
- On being satisfied and complied with requirements, the Registrar shall issue the Certificate.
What is included in this
1. Preparation of documents
2. Certified True copy of Board resolution
3. Certified True Copy of EGM
4. Notice of EGM
5. Amended MOA & AOA
6. Filing of Forms with ROC
7. Certificate of incorporation
5. Filing of Conversion forms
6. Laisioning with department
7. 24/7 help to assist you;
FAQ’s
1. What is the Reason for conversion of Private Company into One person Company?
· Regulatory authorities are gradually becoming stricter by introducing new corporate governance practice for Companies.
· Increasing penalties and imprisonment for non-compliance of provisions.
· To retain control where sole person handles business.
· Easy management.
· Reduction of extra compliance as applicable on Companies.
· More emphasis and focus on growth of business.
2. What is the capital requirement for conversion of Private Company into OPC?
As per rule 7 of The Companies (Incorporation) Rule, 2014, a private company can convert itself into one person company if it satisfies basic criteria:
· Paid up share capital of fifty lakhs rupees or less and
· Average annual turnover during the relevant period is two crore rupees or less
"Relevant period" means the period of immediately preceding three consecutive financial years
3. Can a Section 8 Company convert itself into an OPC?
No, as per rule 7 of The Companies (Incorporation) Rule, 2014, a section 8 company i.e. non-profit making companies are not allowed to convert into a one person company.
4. Does OPC needs to have shareholder?
Only one person becomes the shareholder in OPC and a Nominee is required while conversion from Company to OPC.
5. After conversion from Private Company to OPC can it conduct NBFC activity?
No, OPC cannot carry business of Non-Banking Finance Company