This article explores the concept of One Person Companies (OPCs), highlighting their key features, definition, and implications for entrepreneurship. By analyzing the legal framework and operational dynamics of OPCs, this study aims to provide insights into their role in fostering solo entrepreneurship and enhancing business continuity.
Introduction
The One Person Company was first recognized in India under the provisions of the Companies Act, 2013. If it can be termed as such, a one-person company is the only business type where a person can be a single person who specializes in seeking the benefits of domicile along with that of the benefits of the company who will be a lone active businessman as well as a company.
The idea of OPCs was first recommended by the Dr. J.J. Irani Committee in 2005. The committee recognized the need for a simpler corporate structure that could cater to individual entrepreneurs.
The Companies Act of 2013 completely revolutionized corporate laws in India by introducing several new concepts that did not exist previously. The introduction of the One Person Company concept was one such game-changer. This led to the discovery of an entirely new method for forming businesses that offered the limited liability protection that sole proprietorships and partnerships lacked, along with the flexibility that a company form of entity may provide.
Before the new Companies Act was enacted in 2013, a number of other nations had already acknowledged that an individual could start a company. China, Singapore, the United Kingdom, Australia, and the United States were among them.
OPC – Definition
As per section 2(62) of the Companies Act, 2013, “One Person Company” means a company which has only one person as a member.”
The members of a company can only be considered as its subscribers of the memorandum of association or its shareholders. An OPC by contrast is a company having only one member who is also the sole shareholder. Such kind of companies are usually formed when only one person heads the business. Early-stage business entrepreneurs tend to register OPC instead of sole proprietorship especially due to the advantages such structure brings.
1 Dr j.j. irani committee report on company law, 2005
2 The Companies Act 2013 (No. 18 of 2013)
3 ibid
Types of OPC
As per Section 3(2), there can be various OPCs like A company limited by shares, a company limited by guarantee, or an unlimited company.
Requirements to Form an OPC
- Member – There is a minimum requirement of one member. The member should be a natural number, cannot be a minor, should be an Indian citizen or
- Director – There is a minimum requirement of minimum one director and a maximum of The member and the director can be the same person or different persons.
- Nominee – There is a minimum requirement of one nominee. Written consent of the nominee in INC-3 is mandatory. The same is filed with the ROC. The nominee of one OPC cannot start his own OPC.
Features of a One Person Company
The basic features of the OPCs are:
- Limited Liability: OPCs offer their members limited liability as their personal properties are not exposed to business risks, a great benefit of being a lone business owner.
- Separate Legal Entity: In its own right, an OPC is a legal entity such that all properties, so far as the individual member is concerned, and all legal actions in respect of or against it are possible in the name of the OPC, differentiate from the member.
- Perpetual Succession: If the sole member dies or becomes incapacitated, the OPC can still retain its status and function as a business concern.
- Director Requirements: The minimum number of directors in the OPC is greater than one, and the sole member can also occupy this position, whereas the limit to the maximum number of directors is 15.
- No Minimum Paid-Up Capital: The OPC does not have the requirement regarding the minimum paid-up capital as prescribed by several other company forms.
Basic Mandatory OPC Compliance
There are a few basic requirements for OPC, which are as follows:
- There should be at least one board meeting in each half of the calendar year, and the time gap between the two board meetings should not be less than 90 days.
- Maintenance of proper books of
- Statutory Audit of Financial
- Filing of business income tax return every year before 30th
- Filing of Financial Statements in Form AOC-4 and ROC Annual Return in Form MGT
4 The Companies Act 2013 (No. 18 of 2013)
Impact of OPC on Indian Entrepreneurship
In India, the idea of OPC is still in its infancy and will need some more time to develop and gain traction in the corporate community. The OPC style of business organization is poised to overtake other forms of business organization as time goes on, particularly among small business owners.
There are numerous advantages that come with this idea, to mention a few.
- Possibility of forming an independent legal entity with only one member;
- Minimal paperwork and compliance;
- Option to convert to various forms of legal entities by adding more members and amending the Memorandum of
For small business owners, entrepreneurs who are not willing to take on too much risk, artists, and other service providers, the One Person Company idea seems promising. Such entrepreneurs would be able to demonstrate their expertise on a worldwide scale through the OPC.
Conclusion
If limited liability protection and a legal personality are of interest to solo entrepreneurs, but they do not want to go through the rigors of having more than one member in the company, an OPC would suit them well. It offers a sound equilibrium of protection, flexibility and acceptance.
However, for prospective OPC owners, these same challenges also call for a keen understanding of the limits and legal obligations that need to be fulfilled in order for the operation to run efficiently and expand in the long run.
Taking up a One Person Company Registration is definitely a encouraging initial step in registration and development of any business. It is an option favoured by many Indian businesses as it integrates the advantages of corporate structures and that of the sole proprietor, roughly translating to self-employer. An OPC offers a cohesive and effective structural framework for the achievement of business objectives either for a start-up or even considering a re-organization of the existing institutional setup.