The Companies Act, 2013 (Act) introduced a few new ideas and one among them was the enlistment of One Person Company (OPC). The idea has been initially suggested by the Expert Committee (Dr. J.J.Irani) in 2005. The said idea is only a duplicate from United States of America, where a few States grant enlistment of OPC as Limited Liability Company (LLC). A few different nations likewise followed this idea during mid 2000 and in Singapore it was presented in 2004 while in China it was introduced in 2005. Registration of OPC additionally exists in different regions of the planet and such nations are United Kingdom, Mauritius, Ireland, and Bahrain. Pakistan too changed its Companies Act to perceive the enlistment of OPC.
Formation of organization by single part:
The root condition for development of OPC is that it has just a single part on the Register of Member. The Act has likewise set up a definition provision and “OPC” signifies an organization which has just a single normal individual as a part. To have a never-ending progression, the single individual needs to recognize a candidate, look for his agree to go about as chosen one and outfit something very similar at the hour of registration.
OPC can have a most extreme settled up share capital of Rs. 50 lacs with a typical yearly turn-over in a time of promptly going before three back to back years not surpassing Rs. 200 lacs. The single individual can present his capital in at least one tranches yet without having an ability to revoke his privileges. OPC can have an auxiliary yet it can’t be an auxiliary to any organization.
The target of OPC is to lay out interminability and progression to the existence of the organization and doesn’t end with the existence of the individual who is the proprietor of the organization, that is the reason each individual who structures One Person Company needs to give a chosen one, with his assent, at the hour of enlistment. The brilliant rule “individuals might travel every which way however the organization should live on” holds great.
Number of Director(s):
The minimum number of director expected in OPC is one. Be that as it may, OPC can have however much fifteen directors and it can go past such breaking point in the wake of conforming to endorsed necessities. The recently presented idea of occupant director is particularly material to OPC however not the idea of Woman Director and Independent Director. An individual who is excluded for formation as director can’t go about as a head of an OPC. For any formation of director in OPC, formations connecting with formation and capability of directors must be consented to.
The directorships of an individual in OPCs would fall inside the general roof of number of directorships an individual can hold. Notwithstanding, an individual can be a part just in one One Person Company. It is a matter for thought on the off chance that an individual integrates an OPC, could he at any point be a chosen one of another OPC? In the event that indeed, on a given circumstance, the candidate ventures into the crease of part in the second OPC, then, at that point, such individual will meet the qualification measures on being individual from only one OPC inside a time of 180 days.
Meeting of director(s):
“Board of Directors” or “Board” corresponding to an organization as characterized in the Act, implies the aggregate body of the heads of the organization and except if OPC has more than one director, there would no Board meet.. An organization on its fuse will hold its most memorable gathering of directors inside a time of thirty days and from that point, hold at least four gatherings in each year. Simultaneously, the hole between two gatherings of directors will not surpass 120 days.
OPC (having more than one director) is allowed to have no less than one gathering in each 50% of a schedule year in a way that the hole between two gatherings isn’t under ninety days. The fascinating issue is that for any remaining organizations, the hole between two back to back gatherings will not be more than 120 days, while, in OPC the subsequent gathering must be held following ninety days from the main gathering. Such a condition might make issues for OPC and all the more especially, if OPC needs to enlist a director inside a time of ninety days from the date of past gathering.
Minutes Book of Meeting of Board of Directors:
Like each and every other organization, OPC needs to keep up with the minutes book of meeting of Board of Directors. In the event that the quantity of directors is more than one in OPC, it will keep up with the Minutes Book like each and every other organization. The minutes of procedures of each gathering will be placed in the books kept up with forthe reason alongside the date of such section in no less than thirty days of the finish of the gathering.
The minutes book will be saved forever and will be kept in safe authority. The minutes of procedures of a gathering of the Board of Directors will be marked and dated by the Chairman of the said gathering or the Chairman of the following succeeding gathering.
Notwithstanding, in the event of One Person Company having just a single director, it will be adequate if, the goal by such single director is placed in the minutes-book expected to be kept up with and marked and dated by such single director. Such date will be considered to be the date of the gathering of the Board of Directors for every one of the reasons for this Act.
Curiously, in an OPC, there might be a circumstance where one director will show up for quite a while, enlistment of further director(s) may happen in this way the Board will have more than one director. Once more, it might wind up with just a single director on occasion. Subsequently, the minutes of OPC should be kept up with by both systems of regular organization having more than one director as well as entering the goal by single director as examined previously.
The individual from OPC must be an Indian resident and resident of India. Assuming the OPC is having just a single director such director must be resident of India. On the off chance that an OPC is shaped in the schedule year 2014, the Ministry of Corporate Affairs (MCA) has explained that the standards for occupant director would be adequate assuming he is an resident of India for 136 days which is proportionate of nine months to the schedule year of twelve months. However, assuming that an individual who is a resident of India and non-occupant gets back to India after say twentieth August, 2014 might want to form an OPC, then, at that point, he cannot structure an OPC except if he recognizes another person who is resident in India to go about as a director.
Disqualification and vacation of director:
The formations connecting with formation, capabilities, disqualifications and vacation of director(s) are pertinent to an OPC. Where, the individual from OPC is likewise the main director and in the event that he becomes precluded to go about as a director, he needs to quickly empty his office. In such a circumstance, there needs an explanation whether the chosen one will be the director or who will fill the opportunity?
Board minutes of OPC will have the two frameworks of regular organization having more than one director and on occasion likewise having just a single director and passing a goal by such a solitary director. It is to be explained the way that a solitary director becomes precluded and selects one more director by passing a goal. The idea of OPC being new to our Country just time and experience will develop a legitimate formation of support of board minutes by OPC.