One Person Company in India under Companies Act 2013
One Person Company under Companies Act 2013
To promote entrepreneurship and provide a platform for individuals to start their businesses, the Indian government introduced the concept of a One Person Company (OPC) under the Companies Act 2013. This innovative concept allows a single person to form a company, giving them the benefits of limited liability and a separate legal entity, previously available only to larger companies. Introducing the One Person Company concept in India under the Companies Act 2013 provides a supportive framework for individuals to pursue their entrepreneurial dreams and contribute to economic growth.
Introduction of One Person Company in India under the Companies Act 2013
The concept of One Person Company (OPC) in India was introduced due to the recommendations made by the JJ Irani Committee. The committee evaluated the changes required in the Companies Act of 1956, considering the evolving economic and business environment. In their report, the committee proposed the recognition of a single-person economic entity called the ‘One Person Company’ and suggested that such entities should be provided with a simplified regulatory framework to alleviate the burden of procedural matters on solo entrepreneurs.
This recommendation was accepted and implemented in the Companies Act 2013, which received the President’s assent on August 29, 2013. As per the Companies Act 2013, an OPC is defined as a company having only one person as its member. This individual can serve as both the director and shareholder, consolidating decision-making authority in their hands. This structure offers greater flexibility and operational ease as consulting with other shareholders or directors is not required.
- The introduction of OPCs enables sole proprietors to benefit from the advantages of limited liability and a formalized business entity.
- They can now establish a company that provides legal recognition and protection for their personal assets.
- The OPC structure allows individuals to venture into entrepreneurship without fearing jeopardizing their finances.
By facilitating the formation of OPCs, the Companies Act 2013 encourages and supports the growth of small-scale businesses while reducing the bureaucratic burden on solo entrepreneurs. This development fosters a conducive environment for establishing and operating businesses in India.
Key Considerations for OPC Formation in India
Key Considerations for One Person Company (OPC) Formation in India is as follows:
- A single individual can form a one-person company for any lawful purpose.
- Only natural persons can incorporate an OPC.
- The individual must be an Indian Citizen who has resided in India for at least 182 days during the preceding financial year.
- A person is allowed to incorporate a maximum of 5 OPCs
Inclusion of another Person in OPC
The memorandum of incorporation of an OPC should include the name of another person, with his/her prior consent, who shall, in the vent of the subscriber’s death or his/her incapacity to contract, become a member of the company. Further, file the written consent of such person with the Registrar of Companies at the time of incorporation of the OPC along with its MOA.
Regulatory Compliance for a One-Person Company
Regulatory compliance for a One Person Company (OPC) includes specific requirements and exemptions designed to reduce the compliance burden for single-member companies. Here are some key points to consider:
- Mentioning OPC: An OPC must include the words “One Person Company” in brackets below its name wherever it is printed, affixed, or engraved.
- Classification as Private Company: As per the Companies Act 2013, an OPC is classified as a private company under section 2(68). Consequently, it must comply with the provisions applicable to private limited companies.
- Single Director: An OPC can have just one director. Unlike private limited companies that typically require a minimum of two directors, an OPC can function with a single director.
- Cash Flow Statement: An OPC is exempt from preparing a cash flow statement as part of its financial statement. However, preparing and submitting other financial information, such as balance sheets, profit, loss accounts, and notes to accounts, is still required.
The signing of the Annual Return: If an OPC does not have a Company Secretary, a company director can sign the annual return instead.
Exemption from Annual General Meetings (AGMs): OPCs are not required to hold AGMs. However, an OPC must conduct at least one board meeting in each half of a calendar year, with a gap of at least 90 days between the two conferences. For OPCs with only one director, the provisions of Section 173 (Meetings of the Board) and Section 174 (Quorum for Board meetings) will not apply.
It’s important to note that while OPCs have certain exemptions and relaxations in compliance requirements, they still need to adhere to other statutory obligations, such as filing annual returns, maintaining proper books of accounts, and complying with tax laws.
Tax Implications of Operating as an OPC
Regarding taxation, operating a One Person Company (OPC) can have different implications than a proprietorship. It’s essential to consider these factors before converting an existing proprietorship into an OPC or starting a new OPC:
Higher Tax Rates
Generally, companies’ tax rates are higher than those for individuals. The OPC may be subject to higher tax liabilities on its profits than a proprietorship. Considering this aspect and evaluating the potential impact on the overall tax burden is essential.
Dividend Distribution Tax
If an OPC distributes dividends to its sole member, it may attract a dividend distribution tax. This tax is levied on the company, not the individual receiving the dividend. The OPC needs to consider the implications of this tax on its dividend distribution plans.
Separate Legal Entity
An OPC is treated as a separate legal entity distinct from its sole member. The OPC’s income and expenses are accounted for separately and subject to corporate tax laws. In contrast, a proprietorship’s income is generally taxed individually.
Considering the potential tax implications, proprietors should carefully assess the impact on their overall tax liability before deciding to convert their proprietorship into an OPC or start a new OPC. It is advisable to consult with a tax professional or chartered accountant who can provide guidance tailored to the specific circumstances and help make an informed decision regarding the tax aspects of operating as an OPC.
Advantages of One Person Company (OPC):
The benefit of incorporating the One-Person Company (OPC) is explained in detail below:
- Limited Liability: One of the key benefits of an OPC is limited liability. The liability of the sole member is limited to the extent of their share capital, protecting personal assets from business-related debts or obligations. This provides a sense of financial security to the entrepreneur.
- Separate Legal Entity and Perpetual Succession: OPCs are considered separate legal entities distinct from their members. This means the company has perpetual succession, ensuring continuity even during the member’s death or resignation. It becomes easier to transfer ownership, attract investors, and raise capital.
- Ease of Ownership Transfer: With an OPC, transferring ownership is relatively straightforward. The member can quickly transfer shares or induct new members to the company, facilitating business expansion or succession planning.
- Reduced Compliance Burden: Compared to private limited companies, OPCs have a lower compliance burden. Specific statutory requirements, such as annual general meetings, do not apply to OPCs. This makes it easier for entrepreneurs to manage and administer the company’s affairs, especially for small businesses with limited resources.
- Professional Image and Credibility: Operating as an OPC provides a more professional and credible image to the business, enhancing customer trust and attracting potential clients or partners. It conveys a sense of stability and commitment to business operations.
- Access to Benefits and Incentives: OPCs may be eligible for various benefits and incentives offered by the government or specific industry sectors. These can include tax benefits, subsidies, or schemes promoting small businesses or startups.