Incorporation of one person company:

person

Both sole member and nominee shall be natural persons, Indian citizens and residents in India.

Only a natural person who is an Indian citizen and resident in India-

  • Shall be eligible to incorporate a one person company;
  • Shall be a nominee for the sole member of a one person company.

The term resident 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.

One person can be member/nominee in only one OPC:

person

No person shall be eligible to incorporate more than a one person company or become nominee in more than one such company.

Where a natural person, being a member in OPC in accordance with this rule becomes a member in another such company by virtue of his being a nominee in that one person company, such person shall meet the eligibility criteria specified above within a period of one hundred and eighty days.

Minor cannot be member/nominee of OPC:

No minor shall become member or nominee of the OPC or can hold shares with beneficial interest.

Prohibited activities:

Under Section 8 of the act, such companies cannot be incorporated or convert into a company.

Non-banking financial investment activities like investment in securities cannot be carried out by such companies.

No voluntary conversion into any other type of company before expiry of 2 years:

No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of OPC, except when threshold limit (paid up share capital) has increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.

Nomination by the subscriber or member of one Person Company:

person

No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of OPC, except when threshold limit (paid up share capital) has increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.

Nomination by the subscriber or member of one Person Company:

Nomination:

The subscriber to the memorandum of 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 that OPC.

In the memorandum of OPC, the name of the person who is being nominated have to be mentioned in that and such nomination will be in Form.No.INC.2 along with the consent of such nominee obtained in Form.No.INC.3 and fee as provided in the companies shall be filed with the registrar at the time of incorporation of the company along with the memorandum and articles.

Withdrawal of consent by nominee:

person

The person who is nominated by the member or a subscriber of an OPC may withdraw his consent by giving a notice in writing to such a sole member and to the OPC.

Within fifteen days from the notice of withdrawal, the sole member need to nominate another one as nominee and send an intimation of such nomination in writing to the company along with the written consent of such other person so nominated in Form.No.INC 3.

The company has to file with the registrar about the notice of withdrawal of consent and the intimation of the name of another person who is nominated by the some member in Form.No.INC.4 along with the fee as provided in the companies and the written consent of such other person so nominated in Form.No.INC 3 within thirty days of the receipt of the notice of withdrawal.

Change of nominee by sole member:

The member or the subscriber of OPC may, change the name of the person nominated by him at any time for any reasons including the incapacity to contract of nominee or in case of death and nominate another person after obtaining the prior consent of such another person in Form.No.INC.3.

The company shall file with the registrar, a notice of change in Form.No.INC 4 along with the fee as provided in the companies and with the written consent of the new nominee in the Form.No.INC.3 within 30 days of receipt of intimation of the change.

Death of sole member:

Sole member of OPC ceases to be the member in the event of death or incapacity to contract and his nominees become the member of such OPC, those members have to nominated within fifteen days of becoming member, a person who shall in the event of incapacity to contract or in death become the member of such company, and the company can file with the registrar on intimation of such nomination and cessation in Form.No.INC.4 along with the fee as provided in the companies within 30 days of the change in membership and with the prior written consent of the person so nominated in Form.No.INC 3.

OPC can convert itself into a public company or a private company in certain cases:

Compulsory conversion of OPC:

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It would cease to be entitled to continue as OPC where the paid up share capital of OPC exceeds fifty lakh rupees or its average turnover during the relevant period exceeds 2 crore rupees.

Relevant period is the term which means the period immediately preceding three consecutive financial years.

This kind of OPC is required to convert itself within six months of the date on which its paid up share capital is increased beyond fifty lakh rupees or the last day of the relevant period during which its average annual turnover exceeds two crore rupees as the case may be, into either a private limited company with a minimum of two directors and two members or a public company with at least seven members and three directors in accordance with the provision of section 18 of the act.

OPC can alter its articles and memorandum by passing a resolution in accordance with sub-section (3) of section 122 of the act to give effect to the conversion and to make the necessary changes incidental thereto.

OPC can give a notice to the registrar in Form.No.INC.5 within a period of sixty days from the date of applicability of the above provisions. It is to inform that it has ceased to be an OPC and that it is now required to convert it into a public or a private company by virtue of its paid up share capital or average annual turnover, having exceeded the threshold limit laid down above.

If an officer or OPC contravenes the provision of these rules, then the particular OPC or an officer of the company would be punishable with fine amount which may extend up to ten thousand rupees and further, the fine may extend to thousand rupees for every after the first during which such contravention continues.

Voluntary conversion of OPC:

After increasing the number of directors and members, OPC can easily get converted into private or public company.

Members can be increased from two to seven and the directors also from two to three as the case may be; this may be done by maintaining the minimum paid up capital as per the requirements of the act for such class of company and by making the due compliance of section 18 of the act of conversion. 

Director Identification Number (DIN)

Every Director or directors of the Company must have a Director Identification Number (DIN). An One Person Company have any number of directors, who have an DIN number which is issued by the Ministry of Corporate (MOC). Section 266A to 266G were inserted in the 1956 act by the companies (Amendment) Act, 2006 to govern the provision relating to Director Identification Number (DIN). Section 266A of the 1956 Act dealt with the provisions for application for allotment of DIN. The provision for allotment of Director Identification Number (DIN) by the Central Government and fixing time of one month from the receipt of the DIN application is inserted by section 266 B of the 1956 Act. It also regulated the manner of allotting such DIN under Rules to be prescribed. Section 266C of the 1956 Act prohibiting existing and proposed directors from obtaining or possessing multiple DINs. This statutory prohibition was necessary so that the purpose of having individual identity of director of companies registered with the Registrar of Companies to prosecute directors in case of fraud was not defeated. A director could have one and only DIN. Section 266D of the 1956 Act made it obligatory on the part of every director to intimate Director Identification Number (DIN) to all the companies of which he is a director within one month from the date of receipt of DIN from the Central Government.

Director Identification Number (DIN)

Rule 2 (d) of the Companies (Appointment and qualification of Directors) Rules, 2014 provides that “Director Identification Number” (DIN) means an identification number allotted by the Central Government to any individual, intending to be appointed as director or to any existing director of a company, for the purpose of his identification as a director of a company. Provided that the Director Identification Number (DIN) obtained by the individuals prior to the notification of these rules shall be the DIN for the purpose of the Companies Act, 2013.Provided further that “Director Identification Number” (DIN) includes the Designated Partnership Identification Number (DPIN) issued under section 7 of the Limited Liability Partnership Act, 2008 and rules made thereunder.

Application for allotment of Director Identification Number

Under Rule 9(1) of the Companies (Appointment and qualification of directors) Rules, 2014, an application for allotment of Director Identification Number is required to be made by every individual, who is to be appointed as director of a company, electronically in Form DIR-3, to the Central Government for the allotment of a Director Identification Number (DIN) along with such fees as provided in the Companies (Registration offices and fees) Rules, 2014. Under Rule 9(2), the Central Government shall provide an electronic system to facilitate submission of application for the allotment of DIN through the portal on the website of the Ministry of Corporate Affairs. Under Rule 9(3) (a) the applicant is required to download Form DIR-3 from the portal, fill in the required particulars sought therein and sign the form and after attaching copies of the following documents, scan an file the entire set of documents electronically

  • Photograph;
  • Proof of identity;
  • Proof of residence;
  • Verification by the applicant for applying for allotment of DIN in Form DIR-4; and
  • Specimen signature duly verified; Under Rule 9(3)(b) Form DIR-3 must be signed and submitted electronically by the applicant using his or her own Digital Signature Certificate and shall be verified digitally by:
  • A chartered accountant in practice or a company secretary in practice or a cost accountant in practice; or
  • A company secretary in full time employment of the company or by the managing director or director of the company in which the applicant is to be appointed as director.

In case the name of the person does not have a last name, then his or her father’s or grandparent’s surname shall be mentioned in the last name along with the declaration in Form. No. DIR-3A which is specified in Rule 9(4).                                                

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