One Person Company
What is One Person Company (OPC)?
According to Section 2 (Kha) of sub-section 1 of section 2 of the Companies Act, 1994, an OPC is a company whose only shareholder is a natural person. That requires any natural person to incorporate an OPC for any permissible purpose by signing the memorandum as the only shareholder. One-person companies are only formed by humans (OPC). The original shareholder’s passing requires a nominee. The candidate will inherit the business.
After the owner and shareholder die, one person must operate the business. The owner or shareholder must nominate a nominee. Nomination is open to everyone. After his death, the OPC will receive the candidate recommended by the only shareholder. The nominee shares the rights and duties of the only shareholder. He may appoint someone else after his death. Continue with this process.
Requirements of One Person Company
As section 392C suggests, 25 lakhs taka is the minimum paid-up capital of a one-person company in Bangladesh. The maximum is 5 crore taka. The annual turnover must be between 1 crore and 50 crore taka. However, if the amount increases, the sole shareholder must convert the company into a private limited company. Memorandum and Article of Association, as per section 392A required.
Structure of One Person Company
A sole person can form an OPC as per section 392B and can sign the memorandum. It is necessary to have one or more nominees in the memorandum and in the Article of Association of OPC. Only a sole person can register for an OPC.
Procedure for OPC Registration
The process of OPC registration in Bangladesh involves several steps that the entrepreneur must follow diligently:
- Obtain Digital Signature Certificate (DSC): The first step is to obtain a Digital Signature Certificate (DSC) for the director of the OPC. The DSC is necessary for filing various forms online with the Registrar of Joint Stock Companies and Firms (RJSC).
- Obtain Director Identification Number (DIN): The entrepreneur must also apply for a Director Identification Number (DIN) from the RJSC. The DIN is a unique identification number assigned to each director of a company.
- Name Reservation: The next step is to choose a suitable name for the OPC and submit it to the RJSC for approval. The name should comply with the naming guidelines provided by the RJSC.
- Drafting of Memorandum and Articles of Association: The entrepreneur needs to prepare the Memorandum of Association (MOA) and Articles of Association (AOA) of the OPC. These documents define the company’s objectives, scope of activities, and internal regulations.
- Registration with RJSC: Once the name is approved, and the necessary documents are ready, the entrepreneur can proceed with the registration process by submitting the application to the RJSC along with the prescribed fees.
- Payment of Stamp Duty: The MOA and AOA must be printed on non-judicial stamp paper, and the necessary stamp duty should be paid as per the prevailing rates.
- Issue of Certificate of Incorporation: If all the documents and formalities are in order, the RJSC will review the application and, upon satisfaction, issue the Certificate of Incorporation. This marks the official establishment of the OPC.
- PAN and TIN Registration: After obtaining the Certificate of Incorporation, the OPC must apply for a Permanent Account Number (PAN) and Taxpayer Identification Number (TIN) with the National Board of Revenue (NBR).
- Bank Account Opening: The final step involves opening a bank account in the name of the OPC. This account will be used for all financial transactions of the company