ONE PERSON

COMPANY
BY-LAW
ON
SOLE
PROPRIETORSHIP
FIRM
Submitted by: Vikram Seth
LL.M 3rd Semester
Enrollment No. 01216507012
Mentor: Asst. Prof. Anuj K. Vaksha

by

Guru Gobind Singh Inderprastha

University,
Dwarka, Delhi

TABLE OF CONTENT
CERTIFICATE
...3
DECLARATION
4
CHAPTERISATION
CHAPTER 1: INTRODUCTION
.5 to 10
CHAPTER 2: GENIUS OF NEW COMPANY LAW : ONE
PERSON
COMPANY
.11 to 19
CHAPTER 3: OPC IS A BYLAW OVER SOLE
PROPRIETORSHIP..20 to 30
CHAPTER 4: FIELD STUDY ON OPC: IMPERICAL
RESEARCH31 to 52
CHAPTER 5: CONCLUSION AND
SUGGESTION53 to 55
BIBILOGRAPHY
..56

CERTIFICATE

It is to certify that Mr. Vikram Seth, student of 3 rd

semester enrolled with Enrollment No. 01216507012
of University School of Law and Legal Studies
(GGSIP University Delhi.) has worked under my
guidance and supervision in the preparation of his
Project Report entitled, One Person Company, A
Bylaw on Sole Proprietorship Firm, which is a partial
requirement for the completion of 3rd semester,
Master of Laws. The Report is worthy of
consideration.

Asst. Prof. Anuj K. Vaksha

DECLARATION

I do hereby affirm that the work presented in this

Project Report is exclusively my own and there are no
collaborators. It does not contain any work for which a
degree has been awarded by any other university. I
further state that no part of my Project Report has
already been or is being concurrently submitted for any
such degree, diploma or other qualification.

Vikram Seth
LL.M 3rd Semester

CHAPTER 1
INTRODUCTION
.
I. PREFACE.
A British judge, Walton J, Said :a company is...only a juristic figment of the imagination, lacking both a body to be
kicked and a soul to be damned."
A corporation may accurately be called a company; however, a company should not
necessarily be called a corporation, which has distinct characteristics. According
to Black's Law Dictionary, in America a company means "a corporation or, less
commonly, an association, partnership or union that carries on industrial
enterprise. In India companies was regulated by Company Act, 1956 and now be
replaced by Companies Act , 2013. In an attempt to provide boost to the economic
growth, Indian Government has proposed amendments in the Companies Act, 1956
to incorporate the latest trends of the corporate world and to incorporate the changes
which can provide boost to the corporate sector in the economic growth of the
country. A draft bill seeking amendments in the Companies Act, 1956 was
introduced and the same was passed by the both the house of the Parliament i.e.
Lok Sabha and Rajya Sabha

and several changes were accepted and an

Companies Act, 2013 is enacted in replace of Company Act, 1956.

The Concept of One Person Company has been introduced in Companies Act, 2013
to provide bylaw to the proprietorship concern. The effect and impact of this
provision would be seen in the future and benefits or damages out of it speak about
the result. The Industry has been demanding that the Government introduce the
concept of One Person Company , which will have a limited liability. This research
paper will emphasize on the underlying Philosophy of One Person Company by
providing bylaw to the sole proprietorship firms. The concept provides an opportunity
to an entrepreneur to enter the corporate world without adding any of his family
members for namesake. OPC will give greater flexibility to an individual or a
professional to manage his business efficiently and at the same time enjoy the
benefits of a company, Company law experts see a rise in registrations of oneperson companies once the Bill is enacted into law.
This research paper is a mild attempt to highlight the FUTURE OF INDIAN
COMPANY LAW WITH ONE PERSON COMPANY CONCEPT, AND ITS IMPACT
ON THE SOLE PROPRIETORSHIP HOLDER. Where OPC will open the avenues
for more favourable banking facilities, particularly loans, to such proprietors. Besides,
the concept will boost flow of foreign funds in India as the requirement of nominee
shareholder would be done away with. Specially where small entrepreneurs who are
running their businesses under the proprietorship model could convert to OPCs, with
the benefit of limited liability and none of the cumbersome compliance requirements.
SOME OF THE FEATURES ARE :

The best thing about the OPC concept is that it will help in promoting
entrepreneurship across the country.

The important feature for a start-up that registers as an OPC is that it de-risks
the business by transferring the promoters liability to the company. So, the
key difference between OPC and sole proprietorship is the way liabilities are
treated.

For one, the OPC would have very little paper work the Articles of
Association would be simple and short, and if the same person doubling as
director, there would be no need for board or shareholders meetings.

Some OPC regimes in other jurisdictions have a mandatory requirement of

two directors, and therefore board meetings are necessary, though not
physically as the Bill will recognise the validity of such meetings being held by
video or teleconferencing.

Quorum requirements, proxies, maintaining of various registers of members,

filing of multiple e-forms fade away, leaving the single operator free from the
fetters of corporate governance, except that he has to maintain his books of
accounts, prepare and file annual audited balance sheet and profit and loss
accounts, without the Boards report.

The memorandum of a One Person Company shall indicate the name of the
person who shall, in the event of the subscribers death, disability or
otherwise, become the member of the company.

The memorandum of a company shall state the last letters and word OPC
Limited in the case of a One Person limited company.

The One Person Companies are also not required to hold any Annual General
Meeting under the new Companies Act,2013. This facility is not extended
towards any other type of companies.

II. STATEMENT OF PROBLEM OF STUDY .

The One Person Company a bylaw to the proprietorship firm, a basically a new
concept in Indian companies law, which provide an legal umbrella to the sole
proprietorship firm operated by one person only. The statement of problem is the
impact and effect of the one person company concept , a way to form a single

person company is introduced in COMPANIES ACT,2013 in various prospectus such

as :-.
Whether the new concept of company law provide an umbrella to one person
companies running its business as sole proprietor firms?
What are the benefits and impact of One Person company concept in future ?
What will be the thought of sole proprietor related this concept ?
Whether its mandatory for sole proprietor to get his firm incorporated as an
One Person Company?
Whether the sole proprietor are really interested in incorporation of its
company?

III. HYPOTHESIS
The key hypotheses are : To find the answer from sole proprietorship firm owners , that whether sole
proprietors are really know about this concept and if so whether he want to
want to incorporate its firm or not.
To prove that the impact of new concept of One Person Company is beneficial
for sole proprietors.
To prove /disprove that the concept of one person company is an umbrella to
sole proprietorship firm.
To assess the impact of new concept of

One Person Company

in

Companies Act, 2013 in future business transaction.

IV. AIM & OBJECT OF STUDY

The prima facie aim of this project report is to study the One Person Company , a
bylaw to sole proprietorship firm

and

its impact over sole proprietorship in

detail. Along with this the study would have the following objects:
To understand the usefulness of concept

One Person Company in

corporate world.
To highlight the advantages and disadvantages of One Person Company.
To know the need and urgency to One Person Company concept and its
bylaw over sole proprietorship firm.
To aware the sole proprietors about the new concept of One Person
Company through field survey.
To find out the thought of the business men involve in sole proprietorship
related to the incorporation of their firm.
To know about easy procedure formalities in Companies Act,2013 related to
one person company.
To assess the confidence of the member shareholder about their investment
in one person company.

V. RESEARCH METHODOLOGY
This study will use Doctrinal Research and Imperial Research Research which
provides for a systematic exposition of the rules governing a particular legal
category, analyses the relationship between rules, explains area of difficulty and
perhaps predicts future development.
Imperial research would be done on sole proprietorship owners, business
entrepreneur engage in sole proprietorship firm and from the professionals including
Chartered Accountant, Lawyers, Professors and from ordinary laymens also.

In this study, primary and secondary research will be both incorporated. This will
provide adequate opportunity to the readers to visualize and analyze the issue along
with its different aspects.

VI. PLAN OF STUDY : PROPOSED CHAPTERISATION :1) Introduction.

2) Genius of new company law : One person Company.
3) Bylaw over Sole Proprietorship.
4) Creditability of sole Proprietorship after Incorporation.
5) Field study on One Person Company.
6) Conclusion & Suggestion.

10

CHAPTER 2.
GENIUS OF NEW COMPANY LAW : ONE PERSON
COMPANY

I . DEFINATION OF COMPANY
The word "corporation" is generally synonymous with large publicly owned companies
in United States. In United Kingdom, "company" is more frequently used as the legal term
for any business incorporated under the Companies Act . A corporation, in this British sense,
can be a corporation sole which consists of a single office occupied by one person e.g. the
monarch or certain bishops in England and Wales. Here, the office is recognized as separate
from the individual who holds it. Other corporations are within the category of "corporation
aggregate" which includes corporate bodies created directly by legislation such as the Local
Government Act 1972; Universities and certain professional bodies created by Royal Charter;
corporations such as industrial and provident societies created by registration under other
general pieces of legislation and registered companies which are the subject matter of this
article.
According to Black's Law Dictionary, in America a company means "a corporation or,
less commonly, an association, partnership or union that carries on industrial enterprise."

II. CORPORATE REGULATION IN INDIA

In India companies is regulated by Company Act, 1956. In an attempt to provide boost
to the economic growth, Indian Government has proposed amendments in the
Companies Act, 1956 to incorporate the latest trends of the corporate world and to

11

incorporate the changes which can provide boost to the corporate sector in the economic
growth of the country. A draft bill seeking amendments in the Companies Act, 1956 was
introduced and the same was passed by the one house of the Parliament i.e. LokSabha and
several changes were accepted. The salient features of the amendment bill are introduction
of new concepts and laws which are in conformity of the recent trend in the corporate world,
the deletion of the obsolete laws and compliances which have become unproductive and
redundant from the point of view of legal utility. It is however seen that several requirements
related to the e-commerce and e-trade have not been incorporated or proposed which are also
crucial and essential for the corporate sector.The Genus of New Companies Bill, 2012
defines One Person Company as one which is formed for any lawful purpose by only one
person as member. Currently, at least two persons are required to float a private company in
India.Industry has been demanding that the Government introduce the concept of OPC, which
will have a limited liability. The concept provides an opportunity to an entrepreneur to enter
the corporate world without adding any of his family members for namesake. OPC will give
greater flexibility to an individual or a professional to manage his business efficiently and at
the same time enjoy the benefits of a company,

Company law experts see a rise in

registrations of one-person companies once the Bill is enacted into law.

III. Companies Act, 2013.

Recently the Ministry of Corporate Affairs has mooted the idea of allowing One Perse.-.
Companies in India in line with UK, China and several other countries. It is a right thinking
in right direction by the MCA. Pending the enactment of Companies Bill MCA would do write immediately introduce an amendment to the Companies Act, 1956 and allow formation
of,? One Person Companies (OPCs).
OPC structure would be similar to that of a proprietorship concern without the ills generally
faced by the proprietors. One most important feature of OPC is that tie risks mitigated art!
limited to the extent of the value of shares held by such person in the company. This would
enable entrepreneurial minded persons to take the risks of doing business without the|
botheration of litigations and liabilities getting attached to the personal assets.
Under the Companies Act, 1956, currently two persons are required to form a private! limited
company. This forces the entrepreneur to find yet another likeminded person with I whom he

12

will be able to do business. He is also required to share the business informations such
another person without the guarantee of business secrecy an^ commitment. Such another
situation quite often de-motivates the entrepreneurial minded persons from venturing into a
business.
In OPC the business head is the decision maker, he is not dependent on others for suggestion
or implementation of suggestions etc., resulting in quicker and easier decision making. He is
the sole person who runs the business and hence, the question of consensus or majority
opinion etc., does not arise.
One Person Companies are in existence in UK for several years now. China allowed
formation of OPCs as recent as in 2005. A few other countries have also given the legal status
for OPC:

History : In India, The J J Irani Committee in its report had suggested the new structure.
Only now it is taken up for consideration. It is only hoped that unlike the well discussed
"Companies Bill" which is waiting to see its "Day" the OPC will be introduced through an
amendment ; the existing Companies Act, 1956 which is only the surest and fastest way to
introduce OPO in India. The Companies Bill, 2012, was first introduced in the Lok Sabha in
October, 2008 and after several modifications was passed by the Lok Sabha csi December 18,
2012. Though the bill clearly attempts to bridge a lot of gaps in the Act, this article attempts
to analyse the concept of one person company which has been introduced by the said Bill.

IV. BACKGROUND OF ONE PERSON COMPANY (OPC)

On 2nd December 2004, the Government constituted and Expert Committee on Company
Law under the Chairmanship of Dr.J.J.Irani to make recommendations on various Company
Law issues.
One Person Company (OPC) Concept has been first recommended by the Expert Committee
(Dr.J.J.Irani) in 2005.
Expert Committee examined that how the global changes given a chance to an individual to

13

participate into economic activity. And how can such economic activity may take place
through the creation of an economic person by the Company Law. Expert committee also
suggested the characteristics of the One Person Company (OPC).
COMPAINES BILL, 2012
On December 18, 2012, after 7 years of discussions, drafting and delays, 2 referrals to the
parliamentary standing committee and 5 different ministers shepherding it - the Companies
Bill finally kept its date with the LokSabha. But it ran out of time in RajyaSabha and is now
expected to come up for voting in the upper house in the Budget session. The Companies Bill
is one step short of becoming law. Time then for companies, their directors and auditors and
investors to start preparing for the regime change! Its impossible to cover in detail all 29
chapters, 470 clauses and 7 schedules. The passage of Companies Bill in the Parliament will
pave way for a new concept of One Person Company". Under the Companies Act, 1956, it
required at least two people to form a company. The new concept will provide an opportunity
to Indian Entrepreneur to enter into the corporate world even without adding any family
member in the company just for the namesake, which is the common practice.
In countries like USA, and many countries of Europe, Singapore etc. the entrepreneur have
options to decide the constitution of company as per their need and the option of One Person
Company is available to them. The concept of OPC is prevalent in many countries and
notably in China.

The typical characteristics of OPCs are ;

1. Desire for personal freedom that allows the professional skilled person adopt
the business of his choice.
2. Personality driven passion and implementation of business plan
3. The desire of the entrepreneur person to take extra risk and willingness to take
additional responsibility of a business plan

14

4. It is run by individual yet OPC create a separate legal entity to that of any
registered corporate. The desire of entrepreneur person to take extra risk and
willingness to take additional responsibility
5. Personal commitment to the business which is a sole idea of the person and
close to b.
6. It is run by individual yet OPCs are a separate legal entity' similar to that of
any corporate.
II. Some of the benefits identified with OFCs are :

1) OPCs would provide the start-up entrepreneurs and professionals the much flexibility in setting
up a business in India without losing the professional control of the business idea for the
professional.
2) OPCs provide the much required freedom to the professionals who would like to come out of the
shackles of big corporate and be independent OPC provides an outlet for the entrepreneurial
impulses among the professionals.
3) The advantages of limited liability The most significant reason for shareholders to incorporate the
'single- person company is certainly the desire for the limited liability.
4) OPCs are not proprietorship concerns, hence, they give a dual entity to the company as well as the
individual, guarding the individual against any pitfalls of liabilities. This is the fundamental
difference between OPC and sole proprietorship.
5) Unlike a private limited or public limited company (listed or unlisted), OPCs need not bother too
much about compliances.
6) Business currently run under the proprietorship model could get converted into OPCs without any
difficulty OPCs require minimal capital to begin with. Being a recognized corporate, could well
raise capital from others like venture capital financial institute etc., thus graduating to a private
limited or public limited company under the Companies Act, 1956.

The concept of OPC is more suitable to Professionals specifically from the Service Sector
like our Company Secretaries in Practice. They can corporatize their profession by converting
the individual practices into OPC without bargaining with other co- professionals. OPC
model of corporatization would be a much better alternative to the currently discussed

15

another hot subject i.e., limited Liability Partnership (I LP). While each individual
professional could incorporate an OPC, h; could well be a shareholder in another private
limited company or be a partner in another LLP. Several OPC could come together to form
an LLP thus reach out to a larger sec lion of clients without sacrificing their individual
clients.
OPC, if introduced would solve one more issue. When multinational companies incorporate a
company in India, as every one knows, one of its Indian officials is given one share, that too,
as a nominee of the MNC for the simple purpose of fulfilling the kgal requirement of having
two shareholders. In other words, , he company is owned 100% by the MNC only which is in
no way different than the OPC itself. OPC would legalize it.
IV. FALLOUTS
Given our legal system and capabilities to find loopholes in any best written statute, care
must be taken to ensure that the concept OPC is not misused by unscrupulous people with an
intent to defraud creditors and other business doers. Government should take more care while
drafting the amendment allowing setting up of OPC. A few important things to be considered
are :1) OPCs should be formed only by individuals and not by any corporate.
2) Statutory compliances, however minimal it may be should be clearly set out.
3) OPCs should know clearly that personal transaction are not to be mixed up with that of OPC.
4) OPCs should have an exigency plan for its case of death of the single owner. This is \
5) OPC should be prohibited from providing to the public for participation in its capital.
6) Similarly, OPCs should not be allowed to is; debt instruments like debentures, bonds etc.
7) OPCs should be prohibited from carrying on insurance ,banking and such other business where d
on behalf of third parties are required to be managed.

V. OPPORTUNITIES for SECRETARIES IN PRACTICE

OPCs throw open a very new arena of profession to Company Secretaries in Practice A few
of the:
1) OPCs should be incorporated only upon an. a Practicing Company Secretary who will provide a
report on the compliance of requirements by the individual aiming at.foi
2) A concurrent or periodical audit by the Practicing Secretary is compulsory to ensure that all
statutory compliances are being made including maintenance of proper books, registers related

16

records.
3) It could be made compulsory for an OPC Company Secretary in Practice where the the business is
above say Rs.5 00 lakhs.
4) Since OPCs would also get their registration done only through the Registrar of Companies, it
should be made mandatory that the basic registration papers only through a Company Secretary in
Practice.
5) A Practicing Company Secretary may be allowed to represent an OPC in all its issues relating
under the Companies Act, 1956. Income Ta any-such other statutes that may be applicable to the
OPC.

CONCLUSION
Tru- concept of OPC is a need of the hour and it is for MCA to immediately move an
amendment to t Ac t, 1956 and make OPC possible in India. At the s essential to look into the
possible grey areas in or gullible investors, traders and such others who a do business with an
OPC. Given an opportunity, ai individual could very well utilize this conct flourishing
business with the tag ot unlimited corporate stature which otherwise he may not be ab the
present circumstances,

VI. ADVANTAGES AND DISADVANTAGES

Advantages of a one person company
The Bill under section 2(40) states that the financial statement of a one person company,
small company or dormant company may not include a cash flow statement. This means all
other companies need to have a cash flow statement as a part of their financial statements.
Clause 96(1) of the Bill exempts the one person company from holding an annual general
meeting.
A one person company shall file a copy of the financial statements duly adopted by its
member, along with all the documents which are required to be attached to such financial
statements, within one hundred and eighty days from the closure of the financial year under
clause 137 of the Bill.
94

Company Cases (Journal)

[Vol. 178

17

Clause 122(1) provides that the provisions of clause 98 and clauses 100- 111 (both inclusive)
i.e., procedural matters and voting at general meeting, shall not apply to a one person
company.
Clause 173(5) states that in a one person company with more than one director, it is sufficient
if at least one board meeting is conducted in each half of the calendar year and the gap
between two meetings is not less than 90 days. It further states that the provisions related to
minimum board meeting conducted during the year and minimum quorum required for a
board meeting shall not apply to a one person company having one director.
Under clause 134, every company is required to place financial statements along with the
director's report and auditor's report before *he members in a general meeting. The director's
report must include explanation and information required under clause 134(3). However, in
the case of a one person company, the director's report shall include only explanation on
qualification, reservation, disclaimers or adverse remarks of the auditors if any. All other
information as required under the said clause need not be given
The Bill provides that any business which is required to be transacted at a annual general
meeting or other general meeting of the company by means of a ordinary or special resolution
it shall be sufficient if the said resolution is communicated by the sole member to the
company and entered in the minutes book and signed and dated by the member.
Disadvantages of a one person company
Investors would prefer a private limited company, since it is the only structure where it is
possible to issue shares to third parties and also have a board for supervision.
In a company one can give employee stock options to the employees but this is not possible
in a one person company.
The sole member of the one person company can control the company himself and lie under
the shadow of the limited liability privilege and transfer the loss to the creditors.
It is not clear as to whether the banks will treat it as a company or a compromise for such a
company.
There is no clarity on the winding up procedure of a one person company, i.e., is it as arduous
as that of a normal company.

18

CHAPTER 3.
OPC

IS

BYLAW

OVER

SOLE

PROPRIETORSHIP

.
I. Creditability over Sole Proprietorship firms.

19

ONE PERSON COMPANY : THE NEW ENTRANT SN THE SNSKAN CORPORATE

WORLD
T. C. A. Ramanujam and T. C. A. Sangeetha1
The Indian Companies Act closely followed the UK Companies Act, 1948, which was itself
founded on the report of the Cohen Committee. The UK Act of 1948 was amended several
times and was remodeled as the Companies Act, 1985. The Indian Companies Act, 1956, had
undergone several changes in the past 50 years. There are several common features between
the Indian and English law. Decisions of the English Courts can influence the Indian Courts
only up to a point. Our Supreme Court pointed out that we will ha^e to adjust and adapt, limit
or extend, the principles* derived from English cases, entitled as they are to great respect,
suiting the conditions of our society and the country in general. Attempts had been made in
the par: to codify and bring out a new company law in the plar ci the Companies Act of 1956.
In fact an expert Committee was constituted for this purpose and it also submitted a report
along with a working draft of a Bill in 1996. The matter was not pursued by the Government
at thai point of time. It has taken several long years for the new law to be brought into vogue.
The new Companies Bill as enacted by Parliament has got the assent of the President of India
on August 2.9, 2013. It will take effect from a notified date. Tire Act oi956 is a mammoth
legislation containing 658 sections. The new law contains only 457 sections. The Draft Rules
will be made available before the law comes into force. There are several novel provisions
introduced in the new company law like One Person Company, corporate social
responsibility and mergers and acquisitions. Each one of these provisions require detailed
analysis. Hitherto we had known a joint stock company as an association of individuals for
purposes of profit, possessing a common capital contributed by the members comprising it,
such capita! being commonly divided into shares which each member possesses and which
are transferable by the owner. A company in which the liability of each shareholder is limited
by the number of shares he has taken is known as a limited company. English law however
provides for unlimited liability of directors or managers if so enshrined in the memorandum
of association. Company law categories companies as private companies and public
companies. In a limited company, the member is liable to rise company to the extent of the
share capital. Under English law, there should be at least 2 members for every company. The
1

20

Companies Act of 1956 limited the number of members to fifty. The new Companies Act
amends the law and brings in the concept of One Person Company. The number of members
may go up to 200. This novelty of the One Person Company has to be understood in the
background of established English law.
Salomon v. Salomon and Co.2
The implications of corporate personality came to be unraveled by the House of Lords in
1897. Solomon was running a boot business as sole proprietor. He formed a company with
members of his family and stilled it as Solomon and Co. Ltd. The company purchased the
business from Solomon for a consideration of 39,000 pounds. It issued to Solomon 20,000
pounds fully paid shares of one pound each and debentures to the extent of 10,000 pounds. It
also borrowed from outside creditors. The company faced bad times and had to be wound up.
The creditors claimed whatever was left of the company on the ground 1 hut Solomon and
Co., was a Sham, an alias of Solomon. One man cannot owe money to himself. The House of
Lords came to his rescue and held that once a company is formed and registered under the
Act, it is a separate legal person distinct from its members. The House of Lords pointed out
that the members need not have an independent mind. Solomon forming a company with
members of his family was not an abuse of the Companies Act.

Catherine Lee v. Lee's Air Farmin' Ltd.

Lee was a Pilot. He formed a company known

as Lee's Air Farming Ltd., for the purpose of Anal top dressing. He virtually owned all the
shares and v/cs the sole governing director. The company appointed Lee as the Chief Pilot. It
had ensured tor liability under the Workmens' Compensation Act, 1922. Lee was killed tn an
Air Accident.. Fits widow claimed compensation from the insurers. The question was
whether Lee could be regarded as a worker The Court of Appeal upheld the claim of the
widow and observed that Lee in his one capacity as a govemmg director can himself give
orders in his other capacity as a Pilot. Thus, the magic of Corporate personality enabled a
2

[1897] AC 22 (HL)
[1961] 31 Comp Cas 233 (PC) ; [1961] AC 12 (PC)

21

person to be master and servant at the same time. It is in this background that we should try to
understand the One Person Company.
One Person Company
The new company law has introduced the new form of company by the name of One Person
Company. It may look similar to the concept of sole proprietorship. This new form
recognized the separate legal entity as distinct from its promoter and proprietor. It is
necessary to understand the distinction between the One Person Company and the sole
proprietor. The One Person Company is a separate legal entity with limited liability. The sole
proprietorship has unlimited liability. The owner and the entity comprise of the same
personality. The debt is the sole responsibility of the sole proprietor. In the One Person
Company, debt is not the sole responsibility of the owner. The One Person Company has to
register itself as such and pay tax separately. In the case of sole proprietorship there is no
requirement to declare the status and tax is paid by the owner.
Section 2(62)4
Section 2(62) of the new law defines One Person Company to mean a company which has
only one person as a member. The legal and financial liability is limited to the company only
and not to that person. Section 2(68) of the new law defines a private company as including
the One Person Company. All the provisions of the new law applicable to the private
company shall also be applicable to the One Person Company unless otherwise stated.
Section 3 of the Act clarifies that the One Person Company can be treated as private company
for all legal purposes with only one member. The name of the company shall include the
word One Person Company (wherever its name is printed, affixed or engraved). To form a
separate legal entity, the promoter should give a separate name and legal identity to the
company under which all the activities of the business are to be carried on. At the time of
incorporation, the memorandum of the One Person Company shall include the person who
the founder director has to nominate another person as nominee with his consent. Such a
person will be a nominee and became an ad hoc member in case of the sole memberis death
or disability. The nominee's consent shall be prescribed in written format and shall be filed
with the Registrar of Companies along with the memorandum of association. The name of the
nominee will be changed by the member of the One Person Company by giving notice in the
prescribed manner and also intimate the Registrar. On the death of the member, the nominee
4

Companies Act,2013.

22

shall have title to all the shares and will be entitled to the same rights to which the sole
member was entitled or liable. On becoming a member, the nominee can nominate another
person as nominee with his consent . The new law restricts the number of directors in case of
One Person Company to one. Such director however can recruit more than one director
subject to a maximum of 15 directors. There is no separate provision for appointment of first
director. There is relaxation naturally with regard to the holding of the board meeting.
Contracts by One Person Company
When the One Person Company limited by shares or by guarantee enters into a contract with
the sole member of a company who is also its director, the company must ensure that the
terms of the contract are contained in a memorandum and recorded in the minutes of the first
meeting of the board held next after entering into contract. The company shall inform the
Registrar about every contract entered into and recorded in the minutes of the board within a
period of 15 days of the date of approval by the board. The annual financial statement should
be signed by the director and also the company secretary.

II.FUTURE OF INDIAN COMPANY LAW WITH ONE PERSON

COMPANY CONCEPT
MEANING :ONE PERSON COMPANY.
As the name suggests, it means a company which has only one person as a
member and where legal and financial liability is limited to the company only and not
to that person. (i.e. liability is limited).
DIFFERENT FROM THE EXISTING SCENARIO .
The reason why the old Companies Act of 1956 had made it compulsory for a
Company to have a minimum of two members was so that it could be clearly
separated from a sole proprietorship, a corporate structure which is categorically
excluded from the Act.

23

However, the hypocrisy of this provision was blatant and rampant. People started
forming companies by adding a nominal member/ director, allotting them one single
share, which is the minimum requirement for a director as per the Act, and retaining
the rest of the shares themselves. Thus a person could enjoy the status and benefits
of a Company while operating and functioning like a proprietary concern for all
practical purposes.
FORMATION OF OPC
Although the exact rules are not clear, the following rules have been proposed in
New Company Act,2013.1. Firstly, the person is to give a separate name and legal identity to the
Company, under which all the activities of the business are to be carried
on. This ensures that a separate legal entity is formed.
2. Secondly, the person has to nominate a name with that persons written
consent as a nominee to the OPC. This person will be the default and ad hoc
member in case of the existing sole members death or disability. This
provision will ensure perpetuity and continuity to the life of the Company. The
golden rule of members may come and go, but the Company must live on
holds good.
3. Finally, every One Person Company should bear the letters OPC in brackets
after its registered name, wherever it may be printed, affixed or engraved.
IMPROVEMENT IN PRESENT SENERIO
A One Person Company is still an idea in its infancy and is best for small enterprises
looking at testing the waters, as an alternative to a proprietorship.
1. However, a Company has the following advantages as compare with Current
Act:

24

2. Expansion of a Company is easy and possible. All you need to do is to

increase the authorized capital and allot shares.
3. Investment and investors prefer a Private Limited Company, since it is the
only structure where it is possible to issue shares to third parties, and also
have a board from which supervision is possible.
4. Hiring may be easier, since employees can be given incentives like Employee
Stock Option Plans, which is not possible in the case of a One Person
Company.

PIERCING THE VEIL

The doctrine of piercing the corporate veil can easily be applied in the case of the
One Person Company. The principles laid down in such leading cases like CIT v. Sri
Meenakshi Mills Ltd.5 and Delhi Development Authority v. Skipper Construction Co.
P. Ltd. 6can be easily invoked in the case of the One Person Company. The One
Person Company can lend itself to several questionable devices. The Supreme
Court pointed out in McDowell and Co. Ltd. v. CTO 7: "It is up to the court to take
stock to determine the nature of the new and sophisticated legal devices to avoid tax
and consider whether the situation created by the devices could be related to the
existing legislation with the aid of it 'emerging" techniques of interpretation as was
done in Ramsay, Burma Oil and Dawson, to expose the devices for what they really
are and to refuse to give judicial benediction".

FEATURES OF ONE PERSON COMPANY (OPC)

The following are the important features of the One Person Company (OPC)

[1967] 63 ITR 609; AIR 1967 SC 819

[1997] 89 Comp Cas 362 (SC)
7
[1985] 154 HR 148 (SC); [1985] 2 Comp. LJ 137 (page 161 of 154 ITR)
6

25

One Person Company is one of the type of Company on the basis of number
of members

One Person Company has only one person as a member/shareholder.

One Person Company is a Private Company

Minimum paid up share capital of One Person Company is one lakh rupees
(Rs. 1,00,000)

One Person Company may be either a Company limited by share / a

Company limited by guarantee / an unlimited Company

The words "One Person Company" should be mentioned in brackets below

the name of the One Person Company

One Person Company shall indicate the name of the nominee/other person in
the memorandum, with his prior written consent

The written consent above, shall be filed with the Registrar at the time of
incorporation of the One Person Company along with its M&A (Memorandum
and Articles)

The nominee/ other person can withdraw his consent at any time

The member/Shareholder of One Person Company may change the

nominee/other person at any time, by giving notice to the other person and
intimate the same to Company. Then the Company should intimate the same
to the Registrar

In case of the death of member/shareholder or his incapacity to contract, then

nominee/other person become the member of the Company

Member/Shareholder of the One Person Company acts as first director, until

the Company appoints director(s)

One Person Company can appoint maximum 15 directors, but minimum

should be one director

One Person Company need not to hold any AGM (Annual General Meeting) in
each year

Cash Flow Statement may not include in the financial statements of One
Person Company

One Director is sufficient to sign the Financial Statements/Director's Report

26

Within 180 days from the closure of the Financial Year, One Person Company
should file the copy of the Financial Statements with Registrar

One Person Company should inform to the Registrar about every contract
entered and also should record in the minutes of the meeting with in 15days
from the date of approval by the BOD (Board of Directors)

III.

ONE PERSON COMPANY REGULATIONS IN OTHER

COUNTRY

China
1. Introduced it in October 2005) in which the promoting individual is both the
director and the shareholder.
2. In China, one person is allowed to apply for opening a limited company with a
minimum capital of 1, 00,000 Yuan. The amended law of China prescribes
that the owner should pay the investment capital at one time and bars him
from opening a second company of the same kind.

Pakistan
1. The amended company law of Pakistan permits one person to form a singlemember company by filing with registrar, at the time of incorporation, a
nomination in the prescribed form indicating at least two individuals to act as
nominee director and alternate nominee director.
U.K.
1. U.K.Companies Act, 2006 & the Companies (Single Member) Private
Companies Regulations 1992

27

 Singapore
1. Company Amendment Act of 2004 and other regulations
United Arab Emirates
1. One Person Company recognized
2. Only Articles of Association

United States
1. In US, several states permit the formation and operation of a single-member
Limited Liability Company (LLC).
In most countries, the law governing companies enables a single-member
company to have more than one director and grants exemptions to such
companies from holding AGMs, though records and documents are to be
maintained.

IV.

DIFFERENCE BETWEEN A SOLE PROPRIETORSHIP

AND AN OPC

The fundamental difference between a sole proprietorship and an OPC is the way
liability is treated in the latter.
A one-person company is different from a sole proprietorship because it is a
separate legal entity that distinguishes between the promoter and the company.
The promoters liability is limited in an OPC in the event of a default or legal issues.
On the other hand, in sole proprietorships, the liability is not restricted and extends to

28

the individual and his or her entire assets.

OPC AS COMPARED WITH SOLE PROPRIETORSHIP

The best thing about the OPC concept is that it will help in promoting
entrepreneurship across the country.
The important feature for a start-up that registers as an OPC is that it de-risks
the business by transferring the promoters liability to the company. So, the
key difference between OPC and sole proprietorship is the way liabilities are
treated.
For one, the OPC would have very little paper work the Articles of
Association would be simple and short, and if the same person doubling as
director, there would be no need for board or shareholders meetings.
Some OPC regimes in other jurisdictions have a mandatory requirement of
two directors, and therefore board meetings are necessary, though not
physically as the Bill will recognise the validity of such meetings being held by
video or teleconferencing.
Quorum requirements, proxies, maintaining of various registers of members,
filing of multiple e-forms fade away, leaving the single operator free from the
fetters of corporate governance, except that he has to maintain his books of
accounts, prepare and file annual audited balance sheet and profit and loss
accounts, without the Boards report.
The memorandum of a One Person Company shall indicate the name of the
person who shall, in the event of the subscribers death, disability or
otherwise, become the member of the company.
The memorandum of a company shall state the last letters and word OPC
Limited in the case of a One Person limited company.

29

Conclusion with regard to foreign countries.

The practice of One Person Company is in vogue in China, USA, Singapore, and
many countries in Europe. What is the justification for introducing the One Person
Company in the Indian Corporate law at this juncture ? The Government may argue
that the step will bring the unorganized sector of proprietary concerns into the
organized private limited company sector and open the avenues for more favorable
banking.

30

CHAPTER 4
FIELD

STUDY

ON

OPC:

IMPERICAL

RESEARCH

.
In this chapter researcher/author is try explain/result out his research made on the
respondent/participant related to new concept of company law i.e. One Person
Company , that whether it provide an umbrella to firm running its business as sole
proprietor firms. What are The benefits and impact of One Person company concept
in future ?

What will be the thought of sole proprietor related this concept ?

Whether its mandatory for sole proprietor to get his firm incorporated as an
One Person Company?

Whether the sole proprietor are really interested in incorporation of its

company?

To find the answer from sole proprietorship firm owners , that whether sole
proprietors are really know about this concept and if so whether he want to
want to incorporate its firm or not.

To prove that the impact of new concept of One Person Company is beneficial
for sole proprietors.

To prove /disprove that the concept of one person company is an umbrella to

sole proprietorship firm.

To assess the impact of new concept of One Person Company

Companies Act, 2013 in future business transaction.

The prima facie aim of this project report is to study the One Person Company
, a bylaw to sole proprietorship firm and its impact over sole proprietorship
firm in detail.

To know the need and urgency to One Person Company concept and its
bylaw over sole proprietorship firm.

in

31

To aware the sole proprietors about the new concept of One Person
Company through field survey.

To find out the thought of the business men involve in sole proprietorship
related to the incorporation of their firm.

To know about easy procedure formalities in Companies Act,2013 related to

one person company.

To assess the confidence of the member shareholder about their investment

in one person company.

To find out the answers the same Participants/respondent are selected :

Professors.

Law Students.

Advocates.

Sole Proprietors.

Total No. of Participants: 50.

32

To find out the answers of the same the following questions are framed: the
Performa of the format is :-

ONE PERSON COMPANY

A BYLAW ON THE SOLE PROPRIETORSHIP FIRM
Research Project Name:
Date:

ONE PERSON COMPANY

Prepared by:

Document Owner(s)

Under the Guidance / Role :

Vikram Seth

Mentor: Mr. Anuj K. Vaksha,

2nd Year, LL.M.

Assistant Professor:, School of Law.

USLLS, GGSIPU, DWARKA, DELHI

USLLS, GGSIPU, DWARKA, DELHI.

Details of Participant/ Respondent.

Name :
Age:

Gender :

Profession :

Experience :

Questions:

ID Question

FOR BUSINESS
ENTREPRENEUR
Have you ever
incorporate any
company under the
companies act?

Selection

Response/Comments

1. Yes
2. No.

33

ID Question

Selection

2.

1. Yes

Do you have any sole

proprietorship firm ?

Response/Comments

2. No.

How was your

experience related to
sole proprietorship
firm?
Do you know the new
concept of company
law, ONE PERSON
COMPANY (herein
after referred as
OPC) under the
Companies Act,
2013 ?

Do you want to
incorporate your sole
proprietorship firm into
One Person
Company?

Do you know the pros

and cons of the
incorporation?

Do you believe that

incorporation of firm
into OPC will be
beneficial/value for
you?

Do you think that by

implementing the idea
of OPC in India , the
Government aim to
regularize the all sole
prop firms into OPC?

1.
2.
3.
4.

Poor
Average
Good
Excellent

1. Yes
2. No.

1. Yes
2. No.

1. Yes
2. No.
1
2

Not a Value
Average
Value
3
Good Value
4
Excellent
Value

1. Yes.
2. No.

34

ID Question
9

Give your ratings on

the concept of OPC in
INDIA ?

10

What you consider the

impact of new concept
of One Person
Company in
Companies Act, 2013
in future business
transaction ?

11
.

12

Do you consider that

OPC will reduce tax
invasion?
For Others:
Have you ever
invested any money
with any sole
proprietorship firm?

Selection
1
2
3
4

5-20%
21-40%
61-80%
81-100%

1
2
3
4

Better
Worst
Excellent
No Impact

1
2

Agree
Disagree

Response/Comments

1. Yes.
2. No.

13
.
a)

b)

14

(If Yes ) What was your

experience regarding the
investment.

1.
2.
3.
4.

(If No) Would you

prefer to invest into
OPC.

1. Yes.

If sole proprietorship
firm converted into
One Person
Company, would you
interested in investing
the money ?

Poor
Average
Good
Excellent

2. No.

1
2
3

Unlikely
Not sure
Would
Consider
4
Likely

35

ID Question
15

16

17

18

Selection

The concept of OPC in

India will promote the
1
more incorporation of
2
firms as companies ?
One Person regulating
its company as OPC
after
incorporation
whereas
sole
proprietors doing its
business without any
incorporation. As per
your
understanding
which one is better for
business
point
of
view?
OPC create bylaw
over
sole
proprietorship
firms,
do you believe that the
independence/freedo
m of work in the sole
proprietorship firm will
be lost ?
Do you think that
concept One Person
Company
is
the
necessity of todays
corporate world.

Response/Comments

Yes
No

1. OPC.
2. SOLE PROP.

1. Yes.
2. No.

1
2
3
4

Likely.
Sure.
May be.
Dont Know.

19

Do you think the

concept of OPC is 1. Yes
introduced very late in
India.
2. No.

20

Whether it will boost

our country economic 1
growth ?
2
3

Sure
Not sure
Would
Consider.
4
Likely

36

ID Question

Selection

21

Till date whether you 1

have seen any OPC 2
running ?

22

If you have to do
business which one
will you prefer OPC or
Sole
Proprietorship
firm ?

Response/Comments

Yes.
No.

1. OPC.
2. SOLE PROP.

DATE :
SIGNATURE
(PARTICIPANT / RESPONDENT)
THANK YOU FOR YOUR VALUABLE CONTRIBUTION.
VIKRAM SETH

LL.M, 2nd Year,

GGSIPU, DWARKA, DELHI.

RESULT / OBSERVATIONS COLLECTED ARE :A. Do you have any sole proprietorship Firm?
Option 1. Yes
Option 2. No

37

As per the research conducted via questionnaire, the result for the question Do you
have any sole proprietorship Firm? is in the ratio of 7:3. 70 per cent of the respondent said
that they dont have any sole proprietorship firm; and, only 30 per cent are having a sole
proprietorship firm. It clearly shows that least of the respondents are engaged in the sole
proprietorship business.

B. Are you aware of the new concept of company law, ONE PERSON COMPANY (herein
after referred as OPC) under the Companies Act, 2013?
Option 1. Yes
Option 2. No

38

Figure 2

Yes
No

The above Figure clearly indicates that the result for the question Are you aware of the new
concept of company law, ONE PERSON COMPANY (herein after referred as OPC) under
the Companies Act, 2013? is in the ratio of 4:3. 57.14 per cent participant states that they are
aware of the new concept of One Person Company, while, remaining 42.86 per cent
participants states that they dont know about One Person Company. Although, more are
aware but still the awareness is not high.

C. Do you want to incorporate your Sole Proprietorship firm into OPC?

Option 1. Yes
Option 2. No

39

Figure 3

Yes
No

As per the research conducted via questionnaire, the result for the question Do you
have any sole proprietorship Firm? 71.43 per cent of the respondent said that they dont
want to incorporate sole prop into OPC and, only 28.57 per cent are want to incorporate
their sole prop into OPC . It clearly shows that least of the respondents are engaged in the
sole proprietorship business.

D. Do you know the pros and cons of the incorporation into OPC?
Option 1. Yes
Option 2. No

40

As per the research conducted via questionnaire, the result for the question Do you
know the pros and cons of the incorporation into OPC 57.14 per cent of the respondent said
that they dont know pros and cons of the incorporation; and, only 42.86 per cent are aware
of the pros and cons of the incorporation. It clearly shows that large number of the
respondents are unaware about the pros and cons of the incorporation into OPC.

E. Do you believe that incorporation of firm into OPC will be beneficial/value for you?
Option1. Not a value
Option2. Average Value

41

Option 3. Good Value

Option 4. Excellent Value

As per the research conducted via questionnaire, the result for the question Do you believe
that incorporation of firm into OPC will be beneficial/value for you? 57.14 % of respondent
Average Value , 28.57 % of the respondent observe Good Value, 14.29 % of the respondent
said Not Value. It clearly shows that mainly large number of the respondents are believe
average value that incorporation of firm into OPC will be beneficial/value for him.

F. Do you think that by implementing the idea of OPC in India , the Government aim to
regularize the all sole prop firms into OPC?
Option 1. Yes

42

Option 2. No

As per the research conducted via questionnaire, the result for the question Do you
think that by implementing the idea of OPC in India , the Government aim to regularize the
all sole prop firms into OPC? 85.71 % of the respondent say yes that by implementing the
idea of OPC in India , the Government aim to regularize the all sole prop firms into OPC
whereas only 14.29 % per cent of respondent believe no. It clearly shows that large number
of respondents are feel/observe YES that the by implementing the idea of OPC in India , the
Government aim to regularize the all sole prop firms into OPC.

G. What you consider the impact of new concept of One Person Company in Companies
Act, 2013 in future business transaction ?
Option1. Better
Option2. Worst

43

Option 3. Excellent
Option 4. No Impact

As per the research conducted via questionnaire, the result for the question, What
you consider the impact of new concept of One Person Company in Companies Act, 2013
in future business transaction ? 14.29 % of respondent observe Excellent. 0 % respondent
observe Worst and No Impact . Whereas 85.71 % the respondent feel better that impact of
new concept of

One Person Company

in Companies Act, 2013 in future business

transaction? It clearly shows that large number of the of the respondents are feel/observe
better impact in future.

H. OPC will reduce tax invasion?

Option 1. Agree
Option 2. Disagree

44

As per the research conducted via questionnaire, the result for the question OPC will
reduce tax invasion? 85.71% of the respondent are agree and 14.29% are disagree that
OPC will reduce tax invasion. It clearly shows that large number of the respondents are
observe agreement on the reduction of the tax invasion.

I.

Have you ever invested any money with any sole proprietorship firm?

Option 1. Yes

45

Option 2. No

As per the research conducted via questionnaire, the result for the question Have you
ever invested any money with any sole proprietorship firm? 28.57 % of the respondent
observe yes and 71.43 % observe no that they have not ever invested any money with any
sole proprietorship firm. It clearly shows that major number of the respondents have not ever
invested any money with any sole proprietorship firm.

J. If sole proprietorship firm will be converted into One Person Company, would you be
interested in investing the money?
Option 1. Unlikely
Option 2. Not Likely
Option 3. Would Likely

46

Option 4. Likely

Figure 10

Unlikely
Not Likely
Would Likely
Likely

As per the research conducted via questionnaire, the result for the question If sole
proprietorship firm will be converted into One Person Company, would you be interested in
investing the money? The respondent observe 57 % would like , 29 % likely , 14 % not
likely. It clearly shows that major percentage of the respondents would likely observe that If
sole proprietorship firm will be converted into One Person Company, would you be interested
in investing the money .

K.

One Person regulating its company as OPC after incorporation where as sole

proprietors doing its business without any incorporation. As per your understanding, which
one is better from business point of view?
Option 1. One Person Company.
Option 2. Sole Proprietorship.

47

As per the research conducted via questionnaire, the result for the question One
Person regulating its company as OPC after incorporation where as sole proprietors
doing its business without any incorporation. As per your understanding, which one is better
from business point of view All the respondent observe 100 % sole proprietorship is better
from business point of view.

L. Whether it will boost our country economic growth?

Option 1. Sure
Option 2. Not Sure
Option 3. Would consider
Option 4. Likely

48

Figure 12

Sure
Not Sure
Would Consider
Likely

As per the research conducted via questionnaire, the result for the question Whether it
will boost our country economic growth? The Result is 57.14 % Not Sure , 0% Would
Consider , 14.29 % likely

and 28.57 % are Sure. It clearly shows major number of

respondent are not Sure that whether it boost our economy.

M. Till date whether you have seen any OPC running?

Option 1. Yes
Option 2. No

49

Figure 13

Yes
No

As per the research conducted via questionnaire, the result for the question Till date
whether you have seen any OPC running ? 100%

respondent have not seen any OPC

running till date.

N. If you have to do business which one will you prefer OPC or Sole Proprietorship firm?
Option 1. OPC
Option 2. Sole Proprietorship

50

Figure 14

One Person Company

Sole Properitership

As per the research conducted via questionnaire, the result for the question If you
have to do business which one will you prefer OPC or Sole Proprietorship firm?. The result
is : - 85.71 % observe OPC and 14.29 % of the respondent feel sole proprietorship will be
their choice for doing business. It clearly shows that due to the NEW COMPANY LAW the
mind set of the peoples are changed and they would do business by way of forming OPC.

CHAPTER 5.
CONCLUSION & SUGGESTIONS
.

51

The Doctrinal and Imperial Research by the researcher would lead to the
following conclusion that are: OPCs are imperative because they would give entrepreneurial capabilities of
people an outlet for participation in economic activity and such economic
activity may take place through the creation of an economic person in the
form of a company.
However, there has been criticism in certain quarters against the formation of
such a company as it may give room for evasion of public funds and tax
liability by an individual.
If the turnover of the one-person company exceeds certain limits, whether it
should to be converted into private/public limited
Small

entrepreneurs

who

are

running

their

businesses

under

the

proprietorship model could convert to OPCs, with the benefit of limited liability
and none of the cumbersome compliance requirements.
On a positive note, OPCs are expected to attract investors who were earlier
afraid to take risk in investing in sole proprietorship business because of
unlimited liability.
Process of starting a business getting simpler it could be a boon for every
form of small business.
Opportunity for a lot of Non Resident Indians (NRIs) and Persons of Indian
Origin (PIOs) who can set up their companies in India.
Foreign investment increase, the concept would boost flow of Foreign Funds
in India as the requirement for nominee shareholder would be done away
with, however mandatory Resident Indian Director on the board could be a
bottleneck.

52

The Empirical Research would lead to following conclusion and suggestion that
are: That large no of persons are today aware of the new concept of One Person
Company.
That large number of the persons are unaware about the pros and cons of
the incorporation into OPC.
Large number

of

the

respondents are believe average value that

incorporation of firm into OPC will be beneficial/value for him.

The total number of persons believe that by implementing the idea of OPC in
India , the Government aim to regularize the all sole prop firms into OPC.
The impact of new concept of One Person Company in Companies Act,
2013 in future business

transaction ? That large number of the

of the

respondents are feel/observe better impact in future.

The large number of

the respondents are observe agreement on the

reduction of the tax invasion.

That major number of the persons have not ever invested any money with
any sole proprietorship firm.
That due to the NEW COMPANY LAW the mindset of the peoples are
changed and they would do business by way of forming OPC.

The awareness of the benefits of registering OPC is needed.

The demerits of sole proprietorship must be certainly described.

53

 The advisory programs must be there for the education of the corporate
studies.

The sole proprietorship should be taken under consideration for to extended

to financial limit.

The OPC, taken and considered as whole for beneficial of all as observed by
majority of the persons.

.*.

BIBILOGRAPGY
ARTICLES :

54

 OPC A GENIUS ON NEW COMPANY published in NEW COMPANY LAW,

published by Company Law Advisor.
S KANNAN, ACS, BANGLORE OPC A SOLUTION OF ILLS OF
PROPRIETORY CONCERNS
GYATRI CHADHA ,OPC UNDER THE COMPANIES BILL,2012
OPC UNDER THE COMPANIES BILL,2008, HARISHITA VERMA.
OPC NEW ENTRANCE IN CORPORATE WORLD.::TSA RAMANUJAN.

REFERENCES : http://www.legalhelplineindia.com/amendments-in-the-indian-companies-act-

of-1956/
http://loksabha.nic.in/
http://www.mca.gov.in/

A Ramaiya's Guide to the COMPANIES ACT , 17 th Revised edition.

http://www.onepersoncompany.in/
www.mondaq.com

AND IMPERICAL RESEARCH :-

DONE ON 50 RESPONDENTS INCLUDE :

Professors

Advocates

55

Law Students

Sole Proprietors.

56