All One Person Company Registration in Coimbatore
Short title and commencement
This article clearly describes the eligibility of the person who want to form a one person company and its conversion of other forms like private limited company and Public limited company. These rules could also be called the companies (Incorporation) Rules, 2014. They shall inherit force on the first day of April, 2014.
In these rules, unless the context otherwise requires,-
(a) “Act” means the companies Act, 2013 (18 of 2013);
(b) “Annexure” means the Annexure to those rules;
(c) “Form” or “e-Form” means a form within the electronic form or non-electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act;
(d) “Fees” means fees as laid out in the companies (Registration offices and fees) Rules, 2014;
(e) “Regional Director” means the person appointed by the Central Government within the Ministry of Corporate Affairs as a Regional Director;
(f) “Section” means the section of the Act 3;
Words and expressions utilized in these rules but not defined and defined within the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them within the Act and said rules.
One Person Company
Only a natural one that is an Indian citizen and resident in India-
(a) Shall be eligible to include a 1 Person Company:
(b) Shall be a nominee for the only member of a 1 Person Company.
For the needs of this rule, the term “resident in India” means an individual who has stayed in India for a period of not but 100 and eighty two days during the immediately preceding one civil year .
A natural person shall not be member of quite a 1 Person Company at any point of your time and therefore the said person shall not be a nominee of quite a 1 Person Company. Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee therein One Person Company, such person shall meet the eligibility criteria laid out in sub-rule (2) within a period of 1 hundred and eighty days. No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest. Such Company can’t be incorporated or converted into a corporation under section 8 of the Act. Such Company cannot perform Non-Banking Financial Investment activities including investment in securities of any body corporate.
No such company can convert voluntarily into any quite company unless two years have expired from the date of incorporation of 1 Person Company, 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.
Nomination by the subscriber or member of 1 Person Company
For the needs of first proviso to sub-section (1) of section 3-
(1) The subscriber to the memorandum of a 1 Person Company shall nominate an individual , after obtaining prior written consent of such person, who shall, within the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.
(2) The name of the person nominated under sub-rule (1) shall be mentioned within the memorandum of 1 Person Company and [such nomination in Form No. INC. 32 (SPICE) along side consent of such nominee obtained in Form No. INC. 3] and fee as provided within the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the corporate alongside its memorandum and articles.
(3) The person nominated by the subscriber or member of a 1 Person Company may, withdraw his consent by giving a notice in writing to such sole member and to the One Person Company:
Provided that the only member shall nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the corporate , alongside the written consent of such other person so nominated in Form No. INC. 3.
(4) The corporate shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) file with the Registrar, a notice of such withdrawal of consent and therefore the intimation of the name of another person nominated by the only member in Form No.INC. 4 alongside fee as provided within the Companies (Registration offices and fees) Rules, 2014 and therefore the written consent of such another person so nominated in Form No. INC. 3.
(5) The subscriber or member of a 1 Person Company may, by intimation in writing to the corporate, change the name of the person nominated by him at any time for any reason including just in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form No. INC. 3:
Provided that the corporate shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No. INC 4 alongside fee as provided within the Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form No. INC. 3 within thirty days of receipt of intimation of the change.
(6) Where the only member of 1 Person Company cease to be the member within the event of death or incapacity to contract and his nominee becomes the member of such One Peron Company registration in Coimbatore, such new member shall nominate within fifteen days of becoming member, an individual who shall within the event of his death or his incapacity to contract become the member of such company, and therefore the company shall file with the Registrar an intimation of such cessation and nomination in Form No. INC. 4 alongside the fee as provided within the Companies (Registration offices and fees) Rules, 2014 within thirty days of the change in membership and with the prior written consent of the person so nominated in Form No. INC. 3.
One Person Company to convert itself into a public company or a personal company in certain cases
(1) Where the paid up share capital of a One Person Company exceeds two crore rupees, it shall cease to be entitled to continue as a 1 Person Company.
(2) Such One Person Company shall be 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 Judgment Day of the relevant period during which its average annual turnover exceeds two crore rupees because the case could also be , into either a private limited company with minimum of two members and two directors or a public company with a minimum of seven members and three directors in accordance with the provisions of section 18 of the Act.
(3) The One Person Company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of section 122 of the Act to offer effect to the conversion and to form necessary changes incidental thereto.
(4) The One Person Company shall within period of sixty days from the date of applicability of sub-rule (1), provides a notice to the Registrar in Form No. INC. 5 informing that it’s ceased to be a 1 Person Company which it’s now required to convert itself into a private limited company or a public company by virtue of its paid up share capital or average annual turnover, having exceeded the edge limit laid down in sub-rule (1).
Explanation-For the needs of this rule,- “relevant period” means the amount of immediately preceding three consecutive financial years;
(5) If One Person Company or any officer of the One Person Company contravenes the provisions of those rules, One Person Company or any officer of the One Person Company shall be punishable with fine which can reach ten thousand rupees and with an extra fine which can reach one thousand rupees for each day after the primary during which such contravention continues.
(6) A 1 Person company can get itself converted into a personal or Public company after increasing the minimum number of members and directors to 2 or minimum of seven members and two or three directors because the case could also be, and by maintaining the minimum paid-up capital as per requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion.
Conversion of private limited company into One Person Company
(1) A private limited company aside from a corporation registered under section 8 of the Act (having paid up share capital of fifty lakhs rupees or less and average annual turnover during the relevant period] is 2 crore rupees or less may convert itself into one person company by passing a special resolution within the general meeting.
(2) Before passing such resolution, the corporate shall obtain No objection in writing from members and creditors.
(3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form No. MGT. 14.
(4) The corporate shall file an application in Form No. INC. 6 for its conversion into One Person Company alongside fees as provided within the Companies (Registration offices and fees) Rules, 2014, by attaching the subsequent documents, namely:-
(i) The administrators of the corporate shall provides a declaration by way of affidavit duly sworn in confirming that each one members and creditors of the corporate have given their consent for conversion, the paid up share capital company is fifty lakhs rupees or less or average annual turnover is a smaller amount than two crores rupees, because the case may be;
(ii) The list of members and list of creditors;
(iii) The newest Audited record and therefore the Profit and Loss Account; and
(iv) The copy of No Objection letter of secured creditors.
(5) On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.
If a 1 Person Company or any officer of such company contravenes any of the provisions of those rules, the One Person Company or any officer of the such Company shall be punishable with fine which can reach five thousand rupees and with an extra fine which can reach five hundred rupees for each day after the primary offence during which such contravention continues.