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    Query wrt OPC Incorporation

    Posted By : Kamal / Published on : 18-Aug-2021 12:02 PM / View : 394 / Comment : 1

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    Dear Members,

    With reference to Companies (Incorporation) Second Amendment Rules, 2021, can we incorporate OPC with a foreign director and foreign nominee?

    Read more on : incorporation query

    • Earlier provision:

      Who is eligible to act as a member of an OPC?

      Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC.

      For the above purpose, the term "resident in India" means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one financial year.

      Now after amendment through Companies (Incorporation) Second Amendment Rules, 2021, notified by MCA following changes made in OPC: 

      a) Previously NRIs were not allowed to incorporate OPCs. Now any natural person, who is an Indian citizen, whether resident in India or otherwise would be allowed to form an OPC.

      b) For being considered as a resident in India, the residency period has been proposed to be reduced to 120 days from 182 days for NRIs.

      c) Rule relating to voluntary conversion unless OPC has completed two years from the date of incorporated is proposed to be omitted and with effect from 01/04/2021, Conversion of One Person Company into a Public company or a Private company shall be permitted anytime. A One Person company may be converted into a Private or Public Company other than a company registered under section 8 of the Act, after increasing the minimum number of members and directors to two or minimum of seven members and three directors as the case may be,

      d) Similarly the limitation of Paid up capital & turnover presently applicable for OPCs (paid up share capital of fifty lakhs rupees and average annual turnover during the relevant period of two crore rupees) is being done away with so that there are no restrictions on the growth of OPCs in terms of their paid up capital & turnover.

      e) Rationalization of e-forms applicable for OPCs by omitting e-Form No.INC-5 and modification of e-form INC-6 (application for conversion from OPC to a Private company or a Public company and also Private company to OPC.

      As a measure which directly benefits Startups & Innovators in the country, especially those who are supplying products & services on e-commerce platforms, and in order to bring in more unincorporated businesses into the organized corporate sector, the incorporation of One Person Companies (OPCs) is being incentivized by amending the Companies (Incorporation) Rules to allow OPCs to grow without any restrictions on paid up capital and turnover, allowing their conversion into any other type of company at any time, reducing the residency limit for an Indian citizen to set up an OPC from 182 days to 120 days and also allow Non-Resident Indians (NRIs) to incorporate OPCs in India.

      19-08-2021 / 06:38:31 AM
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