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One Person Company

Udayan Paul (15 Points)

04 May 2020

In an OPC 2 directors are required. Can the member and nominee be the directors?

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Harish choursiya (Student cs professional ) (249 Points)
Replied 06 May 2020

As per section 149(1) which clearly states about the minimum number of director in a company For public Co - 3 For PVT CO. - 2 For opc(pvt) co-1 So in OPC company only 1 director is there no contravention of law under companies Act, 2013 For the member and nominee be a directors read with section 3 and rule 3 of companies Incorporation rules 2014 Now the answer for the another part of the query is that member and nominee shall be two different person and that nominee of (example - company pk) can not a member of the another company(example - hk Co.) and member of that pk Co. Can not a nominee of hk Co.. Like cross holding there is no restrictions for the member to be a director of the Company even nominee may be hold position as director of the Company. This is based on my understanding of provisions of the Companies Act, 2013

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Udayan Paul (15 Points)
Replied 06 May 2020

A member of one OPC can be a nominee of another OPC and vise versa

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Harish choursiya (Student cs professional ) (249 Points)
Replied 06 May 2020

Yes it is allowed but subject to further compliance of incorporation rules 3(2) & 3(3). That means at a point of time single person can not be a member of more than one OPC company. Suppose company LK (OPC) member name eklavya he is a nominee of another company BK (OPC) by virtue of nominee when the member of second OPC company (BK) died or incapable to continue as member of that company now that nominee eklavya (he is already member of another OPC called LK). NOW he (eklavya) has become member of two OPC company which is not allowed as per rule 3(2 & 3) of incorporation rules. So corrective measure to avoid noncompliance is that such person (eklavya) should take steps within 180 days and resign from one of the OPC company. Hope so this add more clarity.

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