Companies Law provisions
relates to One Person Company (OPC)
A-Z provisions from the Companies Act, 2013 relates to
the One Person Company (OPC)
Section 2
(62): Definition of "One Person Company":
“One Person Company” means a company which
has only one person as a member
Section 2
(40): Definition of "Financial Statement"
“financial statement” in relation to a company, includes:
(i) a balance sheet as at the end of the financial year;
(ii) a profit and loss account, or in the case of a company carrying on any
activity not for profit, an income and expenditure account for the financial
year;
(iii) cash flow statement for the financial year;
(iv) a statement of changes in equity, if applicable; and
(v) any explanatory note annexed to, or forming part of, any document
referred to in sub-clause (i) to sub-clause (iv):
Provided that the financial statement, with
respect to One Person Company (OPC), small company and dormant company, may
not include the cash flow statement;
Section 2
(68): Definition of "Private Company"
“private company” means a company having a minimum paid-up share capital
of one lakh rupees (Rs. 1,00,000/-) or such higher paid-up share capital as
may be prescribed, and which by its articles,
(i) restricts the right to transfer its shares;
(ii) except in case of One Person Company
(OPC), limits the number of its members to two hundred:
Provided that 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 further that--
•
persons who are in the employment of the
company; and
•
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
3: Formation of the One Person Company (OPC)
(1) A company may be formed for any lawful purpose by:
(a) seven or more persons, where the company to be formed is to be a public
company;
(b) two or more persons, where the company to be formed is to be a private
company; or
(c) one person, where the company to be
formed is to be One Person Company (OPC) that is to say, a private company,
by subscribing their names or his name to a memorandum and complying with the
requirements
of this Act in respect of registration:
Provided that the memorandum of One Person Company (OPC) shall indicate the
name of the other person, with his prior written consent in the prescribed
form, who shall, in the event of the subscriber’s death or his incapacity to
contract become the member of the company and the written consent of such
person shall also be filed with the Registrar at the time of incorporation of
the One Person Company (OPC) along with its memorandum and articles:
Provided further that such other person may withdraw his consent in such
manner as may be prescribed:
Provided also that the member of One Person Company (OPC) may at any time
change the name of such other person by giving notice in such manner as may
be prescribed:
Provided also that it shall be the duty of the member of One Person Company
(OPC) to intimate the company the change, if any, in the name of the other
person nominated by him by indicating in the memorandum or otherwise within
such time and in such manner as may be prescribed, and the company shall
intimate the Registrar any such change within such time and in such manner as
may be prescribed:
Provided also that any such change in the name of the person shall not be
deemed to be an alteration of the memorandum.
(2) A company formed under sub-section (1) (ie., One Person Company / Private
Limited Company / Public Limited Company) may be either:
(a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company.
Section
4(1)(f) : Memorandum
The memorandum of a One Person Company (OPC) shall state - the name of the
person who, in the event of death of the subscriber, shall become the member
of the company.
Section
12 (3) Proviso : Registered Office of the One Person Company (OPC)
Provided further that the words ‘‘One Person Company’’ shall be mentioned in
brackets below the name of such company, wherever its name is printed,
affixed or engraved.
Section
92 (1) Proviso : Annual Return
Provided that in relation to One Person Company (OPC) and small company, the
annual return shall be signed by the company secretary, or where there is no
company secretary, by the director of the company.
Section
96 (1) : Annual General Meeting (AGM)
Every company other than a One Person Company
(OPC) shall in each year hold in addition to any other meetings,
a general meeting as its annual general meeting and shall specify the meeting
as such in the notices calling it, and not more than fifteen months shall
elapse between the date of one annual general meeting of a company and that
of the next ....
Section
122 : Applicability of Chapter-VII (Management & Administration) to One
Person Company (OPC)
(1) The provisions of the below sections shall
not apply to a One Person Company (OPC) -
•
Section 98 : Power of Tribunal to call
meetings of members, etc.
•
Section 100 : Calling of extraordinary
general meeting
•
Section 101 : Notice of meeting
•
Section 102 : Statement to be annexed to
notice
•
Section 103 : Quorum for meetings
•
Section 104 : Chairman of meetings
•
Section 105 : Proxies
•
Section 106 : Restriction on voting
rights
•
Section 107 : Voting by show of hands
•
Section 108 : Voting through electronic
means
•
Section 109 : Demand for poll
•
Section 110 : Postal ballot
•
Section 111 : Circulation of members'
resolution
(2) The ordinary businesses as mentioned under clause (a) of sub-section (2)
of section 102 which a company, other than a One Person Company, is required
to transact at its annual general meeting, shall be transacted, in case of
One Person Company, as provided in sub-section (3).
(3) For the purposes of section 114 (Ordinary and Special Resolutions), any
business which is required to be transacted at an annual general meeting or
other general meeting of a company by means of an ordinary or special
resolution, it shall be sufficient if, in case of One Person Company, the
resolution is communicated by the member to the company and entered in the
minutes-book required to be maintained under section 118 (Minutes of
proceedings of general meeting, meeting of Board of Directors and other
meeting and resolutions passed by postal ballot) and signed and dated by the
member and such date shall be deemed to be the date of the meeting for all
the purposes under this Act.
(4) Notwithstanding anything in this Act, where there is only one director on
the Board of Director of a One Person Company, any business which is required
to be transacted at the meeting of the Board of Directors of a company, it
shall be sufficient if, in case of such One Person Company, the resolution by
such director is entered in the minutes-book required to be maintained under
section 118 (Minutes of proceedings of general meeting, meeting of Board of
Directors and other meeting and resolutions passed by postal ballot) and
signed and dated by such director and such date shall be deemed to be the
date of the meeting of the Board of Directors for all the purposes
under this Act.
Section
134 : Financial statement, Board’s report, etc.
Section 134 (1) : The financial statement, including consolidated
financial statement, if any, shall be approved by the Board of Directors
before they are signed on behalf of the Board at least by the chairperson of
the company where he is authorised by the Board or by two directors out of
which one shall be managing director and the Chief Executive Officer, if he
is a director in the company, the Chief Financial Officer and the company
secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one
director, for submission to the auditor for his report thereon.
Section 134 (4) : The report of the Board of Directors to be attached to the
financial statement under this section shall, in case of a One Person Company, mean a report
containing explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made by the auditor in his
report.
Section
137 (1) : Copy of financial statement to be filed with Registrar
3rd Proviso : Provided also that a One
Person Company shall file a copy of the financial statements duly
adopted by its member, along with all the documents which are required to be
attached to such financial statements, within one hundred eighty days from
the closure of the financial year
Section
149 : Company to have Board of Directors
(1) Every company shall have a Board of Directors consisting of
individuals as directors and shall have :
(a) a minimum number of three directors in the case of a public company, two
directors in the case of a private company, and one director in the case of a One Person Company;
and
(b) a maximum of fifteen directors:
Provided that a company may appoint more than fifteen directors after passing
a special resolution:
Provided further that such class or classes of companies as may be prescribed,
shall have at least one woman director.
Section
152 : Appointment of Directors
(1) Where no provision is made in the articles of a company for the
appointment of the first director, the subscribers to the memorandum who are
individuals shall be deemed to be the first directors of the company until
the directors are duly appointed and in case
of a One Person Company an individual being member shall be
deemed to be its first director until the director or directors are duly
appointed by the member in accordance with the provisions of this section.
Section
173 : Meetings of Board
(5) A One Person Company, small
company and dormant company shall be deemed to have complied with the
provisions of this section if at least one meeting of the Board of Directors
has been conducted in each half of a calendar year and the gap between the
two meetings is not less than ninety days:
Provided that nothing contained in this sub-section and in section 174
(Quorum for meetings of Board) shall apply to
One Person Company in which there is only one director on its
Board of Directors.
Section
193 : Contract by One Person Company (OPC)
(1) Where One Person Company limited
by shares or by guarantee enters into a contract with the sole member of the
company who is also the director of the company, the company shall, unless
the contract is in writing, ensure that the terms of the contract or offer
are contained in a memorandum or are recorded in the minutes of the first
meeting of the Board of Directors of the company held next after entering
into contract:
Provided that nothing in this sub-section shall apply to contracts entered
into by the company in the ordinary course of its business.
(2) The company shall inform the Registrar about every contract entered into
by the company and recorded in the minutes of the meeting of its Board of
Directors under sub-section (1) within a period of fifteen days of the date
of approval by the Board of Directors.
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