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OVERVIEW OF ONE PERSON COMPANY AND PRIVATE LIMITED COMPANY

 Page content

  1. Introduction
  2. Meaning of one-person company and private limited company.
  3. Exemptions for one-person company
  4. Features of one-person company
  5. Features of private limited company
  6. Difference between private limited company and one-person company
  7. Takeaway.               

Introduction:

The revised Companies Act, 2013 of India completely revolutionized corporate laws in India by introducing various new concepts that did not exist before that. The growth of trade and business led to more difficulties that traditional forms of business didn’t solve. For below example, there having unlimited liability feature of a sole proprietorship form of business resulted in people forming partnerships, but even that proved to be too inadequate and risky. There is when the concept of companies emerged, and private limited and unlimited companies form of business is the oldest example of it.

Meaning Of One-Person Company:

Section 2(62) of Indian companies act 2013 defines a one-person company as a company that has only one person as to its member and Furthermore, members of a company are nothing that but subscribers to its memorandum of association of company, or its shareholders of company then So, an one person company is effectively a that has only one shareholder as its member.

Meaning Of Private Limited Company:

According to section 2(68) of companies act 2013 private limited companies are those companies which companies articles of associations fully restrict the transferability of shares and prevent the public at large from subscribers to them. It was the basic criteria that differentiate private companies to public companies.

Exemptions for OPC:

OPC having the following exemptions or privileges under the companies act 2013:

  1. Several provisions relating to meetings and quorum do not apply to them.
  2. Provisions relating to independent directors do not apply to them.
  3. Their financial statements need not include cash flow statements.
  4. They do not have to hold annual general meetings.
  5. A company secretary is not required to sign annual returns; directors can also do so
  6. Their articles can provide for additional grounds for vacation of a director’s office
  7. They can pay more remuneration to directors than compared to other companies

Features of One Person Company

  1. Single-member:

One Person Company must have only one member or shareholder, which difference between other private companies

  • Private company:

Under companies Act Section 3(1)(c) says that a single person can form a company for any lawful purpose and it further describes OPCs as private companies.

  • Nominee:

A main feature of One Person Companies that separates it from other types of companies is that the sole member of the company has to mention a nominee while registering the company

  • No minimum paid-up share capital:

Under Companies Act, 2013 has not prescribed any amount as minimum paid-up capital for One Person Company.

  • No perpetual succession:

There is only one member in an OPC, his death will result in the nominee rejecting to become its sole member of company. This does not happen in other type of companies as they follow the concept of perpetual succession

  • Special privileges:

One Person Company enjoy several type of privileges and exemptions under the Companies Act that other kinds of companies does not get.

  • Minimum one director:

One Person Company must have minimum one person (the member) as director and they can have a maximum number of 15 directors of the company.

Features of Private Limited Company:

  1. A private company can have a minimum of just two members (but just one is enough if it a One Person Company), and a maximum of up to 200 members
  2. Private companies cannot freely transfer their shares to the public like public companies Then so why stock exchanges never list private companies
  3. All private companies must include the words “Private Limited” or “Pvt. Ltd.” in their names
  4. There was a minimum paid-up share capital requirement of Rs. 1 lakh previously, but that is omitted now
  5. Since private companies do not freely transfer their shares and involve limited interest by members, the law has granted them several exemptions that public companies do not enjoy

Difference Between Private Limited Company and One Person Company:

  1. Board of Directors OF Companies

In the name OPC (One Person Company) there we have only one member in the company that means there is no need to hold any such Annual General Meeting (AGM) or Board meetings.

Above case is fully Contrary to this in a private limited company there is a Board of Directors which consists of a minimum of 2 Directors and a maximum of seven directors at the time of incorporation and also, it is mandatory to convene 4 Board meetings and 1 AGM in a financial year

  • Shareholders in the company:

In the One Person Company, only one person and one shareholder is required to incorporate and run the company, in this case the Director and the shareholder in the One Person Company is the same individual who holds the 100% shares in the company.

But in the Private Limited Companies there is minimum of 2 shareholders and a maximum of 200 shareholders are required during the incorporation of company and the shareholders of the private limited company can be any entity.

  • Investment by the NRI (Non-Resident Indian) or Foreign National:

The best advantages of having a Private limited company is that foreign nationals and NRIs can quickly start the PLC in India and also, 100 percent FDI under the automatic approval route is accessible in the Private Limited Company.

Otherwise in the One Person Company only the citizens of India are allowed to commence the company. otherwise, One Person Company is not eligible to Foreign Direct Investment.

  • Business Activities:

For the one person company Certain activities are restricted like an investment in securities, non-banking financial activities.  But the  company registered as a Private Limited Company can engage in such activities taking the approval of the concerned authority.

  • Controls and Ownership of the Company:

In the case of the private limited company, the ownership is divided between two members and based on the ratio of shares held by each member, the voting power is divided.

 But the One Person company, the sole member that is the Director has the complete ownership of the company, and it is not shared with any other person.

Takeaway:

One Person Company and the private limited Company have certain advantages and disadvantages and it was totally up to us, what kind of company you want to commence.

HOW TO OBTAIN “DIN” DIRECTOR IDENTIFICATION NUMBER

PAGE CONTAINT

  1. Meaning Of Director Identification Number
  2. Importance Of DIN Number
  3. Features Of DIN Number
  4. Forms To Apply For DIN Number
  5. Step By Step Procedure To Apply DIN

MEANING OF DIN:

DIN is unique and separate identification number which is allot by the central government to the   each director of the company. when the DIN is allotted then the persons who get the DIN is eligible to take the directorship of the company.

DIN is the 8  digit unique numerical character which is unique number and have lifetime validity. On the basis of the DIN number directors details are available on the database DIN number is the specific to the each other.

IMPORTANCE OF THE DIN NUMBER:

DIN is very essential evidence to the any return or various type of the documentary signing on behalf of the director of the company there is din is essential. When any other person want to become the director to any other existing or new company then without DIN number it is not possible.

FEATURES OF DIN NUMBER:

DIN number is the unique identification number and it is specific to each director. DIN number having 8 digit numerical characters. DIN have single for one person and having lifetime validity. when the DIN is allotted then the director eligible for more than one companies to obtained the directorship. To get the more than one it is illegal and  in this case you need to surrender one DIN to the concerned ROC

FORMS TO APPLY FOR DIN:

DIN is allot by the ministry of corporate affairs of INDIA which is government website and for application of the din number there was the simple procedure to file the some forms . which was as follows:

There are three types of the forms by the some cases it was applicable to specific case.

  1. DIR-3 form
  2. DIR-6 form
  3. SPICe form.

In  first case when the person want to become a director of an existing company and not having DIN number then he need to file the form DIR-3 on the basis of these forms he get the DIN number from the MCA portal of the government of the India.

Second case, when the director want to change any details on the DIN number then he need to file this DIR-6 forms and upload it in to MCA portal after the payment of fees

In third case when the new company is form and person want to became the director of those companies the he need to submit his details in  SPICe form to the MCA portal and upload it .

STEP BY STEP PROCEDURE TO APLLY DIN NUMBER:

There is simple process to apply DIN.

STEP-1:

For filling the application firstly go to the MCA portal site and login to the site.

click on ‘Director identification number’ you can go to the DIR-3 form after the clicking on it was automatically downloaded. After on it you will fill it offline and in this forms you need to attached your scanned photograph one ID proof and address proof with the pdf itself.

Step-2:

When the forms  filled then you need to login again on MCA portal and go to the upload e-forms. but important thing is the forms is mandatory to digitally signed and all mandatory attachments and information is necessary.

Step-3:

After the completion of the uploading e-forms you have need to make the payment of 500 Rupees to the MCA portal.

Step-4:

When the step-3 of the payment is done then the DIN number generated automatically after the proper verification of the information you have filled the forms it was properly depend on who was signed to the documents.

There was two cases of the signed to the documents, first one is when signed by the practicing chartered accountant then the approved DIN was generated. otherwise when it was signed by the managing director or existing director then the provisional DIN was generated.

So all the above four steps you will successfully able to get the director identification number very easily.

Conclusion:

DIN number is very essential things to get the directorship of any Indian company. And procedure to get the DIN was very simple. Without DIN number not possible to become the director of company.

DIRECTORS LIABILITY UNDER THE INCOME TAX LAW FOR TAX DUES IN THE CASE OF LIQUIDATION OF PRIVATE LIMITED COMPANY

Section 179 of the income tax act,1961.provides that ,where any tax dues from Private Limited company in respect of any income of any previous year or from any other company in respect of any other income of any previous income witch such other company  was Private Limited  Company cannot be recovered then every person, who was director of Private Limited Company at any time during the relevance previous year shall be jointly and severally liable for the payment of such tax unless  he proves that  the non-recovery cannot be attributed to any gross neglect misfeasance or breach of duty on his part in relation to the affairs of the company.

Company as defined is a separate entity than its members, having rights to sue and be sue, right to have assets , create liabilities and appoint directors to run business but in cases of fraud, misfeasance or breach of provisions of applicable lows, revenues has right to lift the corporate veil to find out controlling the beneficial person behind the company and recover tax dues from their personal assets.

Who Can Be Liable?

The liability under section 179 will lie on every person who was at any point of time, a director of that company for the previous year in respect of which the tax is sought to be recovered. To illustrate, if Mr. X was director during the financial year 2019-20, and additional tax demand in respect of that financial is raised pursuant to a tax assessment that is completed 2021, Mr. X can be held liable under section 179, even if he resigns from directorship in 2020. further, even those individuals who have resigns directorship during the relevant year would be covered by the provisions. As we know that majority of Private Limited Company are own by families and some of them are closely held companies are owned by families and some of them are closely held companies, in these case, director/shareholders/members of company cannot hide behind the corporate veil of company.

NOTE: Tax dues means, any penalty, fees and interest or any other sum payable under act.

Lability of directors for tax dues of a private limited company arises only when the arrears cannot be recovered by the company.

Precautions To Be Taken by Directors:

Director as not liable under section 179 would largely depend on the facts and circumstances of case. But such reasons need to be built after identifying the reasons that have led to the companies financial position and after analysis the underlying causes that give rise to tax demand . the extent of actual participation by the director in decision making , the assent or dissent given for any resolution at the board meeting and the specific role and responsibilities assign to and actually carried on by the director would be relevant.