8 POINTS TO REMEMBER IN CASE OF OPC:

[Mohan Kumar]

Friends,

Sharing with you a brief write up on OPC. Hope it will be useful to you.

8 POINTS TO REMEMBER IN CASE OF OPC:

Companies Act 2013 has introduced the concept of One person Company (OPC). This will encourage proprietorship concerns or even Private Limited Companies to convert into a OPC.

A brief outline after going through both the Act and Rules regarding OPC:

1. OPC as the name suggests can have only one member; but it can have more than 1 Director, if required.

2. While incorporating OPC, need to mention the nominee name who will be the member in case of death or incapacity of the Single member of OPC. ("Members may come and go, but the Company goes on forever... Remember??)

3. In case of change in the nomination, it needs to be informed to ROC within the prescribed time.

4. OPC need not conduct AGM; however it need to have one Board meeting for every 6 months (i-e: Min. 2 Board meetings per year)

5. OPC can only be a natural person, Indian Citizen and Resident in India. (Since OPC can be created only by natural persons, Companies - whether Indian or Foreign - cannot create a OPC as Subsidiary). 

6.No person shall be eligible to incorporate more than 5 OPC including being a Nominee in OPC.

7. If Paid up capital of OPC exceeds Rs. 50 lakhs or average annual turnover (of last 3 years) exceed Rs. 2 crore, OPC shall cease to lose its status and shall convert into either a Private Limited Company or Public Limited Company within 6 months.

8. OPC can get converted into a Private or Public company after increasing the minimum number of Members and Directors.

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CS Members may kindly share their views and comments. 

Regards

A. Mohan Kumar

Company Secretary

Chennai

90030 12871

[Vivek Hegde]

Dear Mr. Mohan,

Can you please answer my query based on your reading of the rules:

Rules says only indian citizens and person resident in India shall be eligible to 'incorporate' OPC..............

What happens if there is a change in the residential status say person who has incorporated an OPC looses indian citizenship and obtains citizenship in other country....?

Sent from my iPad

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[CA. M. Jayakumar]

In that case sine its a incapacity in my view the nominee would become the member. 

Kind Regards,

Jayakumar

[BINDU MADHAVA]

Clarity required with regard to OPC on the following

1. Whether OPC can become holding company
2. Any switchover provision available for existing companies for conversion to OPC
3. Whether ceiling limit of 5 OPCs considered both past and prsent or only present
4. Whether any approvals required to have board meetings within a gap of 90 days as required under section 173(5) and participation of interested Director under section 174 on the assumption that the company is having two directors

regards
Bindu Madhava K G

[BINDU MADHAVA]

The OPCs need to submit contract entered with director who is also the member shall inform ROC within 15 days from board meeting approval as required under section 193(2). Form not prescribed under draft rules

regards
Bindu Madhava K G

[Anu Pasrija]

Can a person not named as nominee, take over the OPC or in other words does  the member forming the OPC opt out from it any time .

Charms

Company Secretary in Practice

Anu Pasrija

+91-8269453819

Gwalior

[Mohan Kumar]

Vivek, 

I think OPC will lose its OPC status and need to convert itself into Private or Public Limited Company.

Thanks

[Mohan Kumar]

Hi Anu,

The member forming the OPC can opt out of it & the nominee will then be the sole member of OPC. Similarly nominee can change at any point of time and in such case the same needs to be informed to ROC. 

Thanks

[Usha Ganapathy Subramanian]

Dear Sir,

Clarification is required on:

Can a OPC member transfer his shares to someone else other than the nominee, i.e. like selling his business to someone else?

What happens on the death or incapacity of both the original member and the nominee?

Can an OPC becoming a holding company?

Thanks & Regards,

G Usha

[dudhan...@gmail.com]

Golden Oportunity for CS to reach sole propritorship ....positive approch has regenrated to get ourself demanding which we were lack off before OPC...m sure this will enrich the demand of CS to small town....

Sent on my BlackBerry® from Vodafone

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From: Mohan Kumar <needa...@gmail.com>

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Date: Mon, 9 Sep 2013 12:12:42 +0530

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Subject: [CSMysore] 8 POINTS TO REMEMBER IN CASE OF OPC:

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[dudhan...@gmail.com]

1. OPC can transfer the shares subject to change in nominee and directors...

2. God is kind enough that it will not call both OPC sole member and its nominee togther on same days..and if does so then legal heirs will come into picture

3. Since the OPC is Seprate Legal entity, it can become the holdiung company but can never become susidary...


Thanks

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From: Usha Ganapathy Subramanian <usha...@gmail.com>

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Subject: Re: [CSMysore] 8 POINTS TO REMEMBER IN CASE OF OPC: