One person company: A new millstone?
Samiul Azim, graduate student of law of North South University
One Person Company which is the most descanted topic in the present time. One Person Company has become the revered perception of some businessman who want to set a company of their own without any shareholder. One Person Company is analogously has some leverage in setting up the company.
Our abutting country India has introduced the One Person Company back in 2013 to attract more people to invest.Though One Person Company is microscopic in nature but it has some leverage for example
*It will have a segregated legal entity
*It will be easy to raise fund for the company
*It will have a single owner
*It will have an easy administration
*Decision making process will be significantly easier
With the huge amelioration of the business sector and interest of investors our government has taken proper steps and amended some provisions Companies Act 1994 and one of the most significant element of this amendment is the input of concept One Person Company.
With the in-depth study of new proposed amended companies’ act which was released as gazette on 7th September 2020a brief view will be given below on the context of new amended bill.
According to section 2bb of the new proposed companies actonly one natural person will be the owner of all the shares.
According to section 11a of the new proposed companies act OPC will be added at the end of the one person companies.
Establishment Procedure of One Person Company
According to section 392B of the new proposed companies act the one person companies will be established according to the following rules
It will be established by any natural person
Only a natural person can establish an only single one man company
In the memorandum of one company there should be a name and the written acknowledgement of that person because if the owner died or become unsound than the nominated person will be the owner of the share
Written acknowledgment of the nominated person shall be entered in the memorandum and register book of the company
The above mentioned nominated person can withdraw his acknowledgement letter according to the procedure
If the nominated person is died or become unsounded mind before the owner than the owner can change the name
If the owner of the one person company thinks it fit to change the nominated person than he can change it with the opinion of previously nominated person
The change of nominated person for one Person Company have to include in the rule and have to notify the register
Amount of Paid Up Capital
According to section 392C(a) of the new proposed companies act The paid up capital for one person company will be not less 50lac taka and not more than 10 crore taka
Limit of Turnover Amount
According to section 392C (b) Unused turnover from last financial year will not be less than 01 crore taka and more than 100 crore taka.
When OPC Can Turn into LTD or PLC
According to section 392 (1) if the paid up share capital or turnover is more than the amount which is mentioned than the company can turn in private or public limited company.
Procedure to be followed for Registration of One Person Company
According to section 392D of the new proposed companies act in case of registration of one person private company the applicable rules regulations and other adaptive elements will be needed for registration
Director of One Person Company& Appointment of Employees
According to section 392E of the new proposed companies act in case of One Person Company
There will be one share holder and he will be the director. It can also appoint manager, company secret and other employees
Meeting of One Person Company
According to section 392F of the new proposed companies act the director of One Person Company can hold at least one meeting according to the financial year.
Changing Procedure of Seal or Rule of One Person Company
According to section 392G of the new proposed companies act to change the seal or rule of the One Person Company have to notify the register and in this case the section of rule 12 will be applicable with the relevant documents.
Share Transfer of One Person Company
According to section 392H of the new proposed companies act in case of transfer of share of One Person Company it should be transferred to another natural person and the sections of rule 38 will be applicable along with other adaptation
Balance Sheet of One Person Company
According to section 392I of the new proposed companies act. The balance sheet of One Person Company have to submit the register within the 180 days of the end of the financial year.
Audit of One Person Company
According to section 392J of the new proposed companies act in One Person Company the appointment of auditor and the audit report should be according the rules and with other relevant adaptation of this act.
Taking and Repaying of Loan by One Person Company
According to section 392K of the new proposed companies act in case of One Person Company it can take loan from any other bank or financial institution and case of repaying the debt the rules of sections 159-175 will be followed.
Voluntary Winding Up of One Person Company
According to section 392L of the new proposed companies act in case of One Person Company want to wind up the company voluntarily according to its will than the rules of this act will be followed. Lastly I would like to conclude by saying that the concept of One Person Company is a landmark step in the history of our corporate sector to achieve its goal efficiently with the great leadership of our Honorable Prime Minister.