HOW WE CHANGE THE DIRECTOR IN OPC?
INTRODUCTION
In an One Person Company (OPC), the director is the sole member of the company. The director is responsible for the management and administration of the company. The director has the power to make decisions on behalf of the company and to represent the company in dealings with third parties.
The director of an OPC must be a natural person who is a resident of India and is not a minor. The director must also not be a person who is disqualified from being a director of a company.
The director of an OPC can be removed from office by the sole member of the company. The sole member can also appoint a new director to replace the existing director.
The director of an OPC has the following responsibilities:
- Managing and administering the company.
- Representing the company in dealings with third parties.
- Signing documents on behalf of the company.
- Appointing and removing employees.
- Preparing financial statements and reports.
- Filing annual returns with the Registrar of Companies (RoC).
- Complying with all applicable laws and regulations.
SOME STEP TO CHANGE DIRECTOR IN OPC
Step 1: Obtain the consent of the new director.
The first step is to obtain the consent of the new director. The new director must be a natural person who is a resident of India and is not a minor. The new director must also not be a person who is disqualified from being a director of a company.
The consent of the new director can be obtained in writing in Form INC–3. Form INC–3 is a simple form that can be downloaded from the website of the Ministry of Corporate Affairs (MCA). The form must be signed by the new director and submitted to the sole member of the OPC.
Step 2: File Form INC-4 with the RoC.
Once you have obtained the consent of the new director, you need to file Form INC-4 with the Registrar of Companies (RoC). Form INC–4 is a form that is used to make changes to the details of a company. In this case, you are using Form INC–4 to change the director of your OPC.
Form INC–4 can be downloaded from the website of the MCA. The form must be filled out and submitted to the RoC along with the following documents:
- A copy of the consent letter from the new director in Form INC-3.
- A copy of the latest Certificate of Incorporation (CoI) of the OPC.
- A proof of identity and address of the new director.
- The filing fee for Form INC-4 is INR 1000.
Step 3: Publish a notice of the change of director in a newspaper.
Once you have filed Form INC-4 with the RoC, you need to publish a notice of the change of director in a newspaper. The notice must be published in at least one English newspaper and one vernacular newspaper that is circulated in the district in which the registered office of the OPC is located.
The notice must contain the following information:
- The name of the OPC.
- The name of the new director.
- The date on which the new director was appointed.
- The date on which the notice was published.
Step 4: File Form DIR-3 with the RoC.
Once you have published the notice of the change of director in a newspaper, you need to file Form DIR-3 with the RoC. Form DIR-3 is a form that is used to notify the RoC of changes to the directors of a company.
Form DIR-3 can be downloaded from the website of the MCA. The form must be filled out and submitted to the RoC along with the following documents:
- A copy of the notice of the change of director that was published in a newspaper.
- A copy of the latest Certificate of Incorporation (CoI) of the OPC.
The filing fee for Form DIR-3 is INR 500.
Once you have submitted Form DIR-3 with the RoC, they will need some time to process your application. The processing time usually takes about 15-30 days.
Step 5: Wait for the RoC to process your application.
Once you have submitted Form DIR-3 with the RoC, they will need some time to process your application. The processing time usually takes about 15-30 days.
Step 6: Receive the new Certificate of Incorporation (CoI) from the RoC.
Once the RoC has processed your application, they will issue a fresh Certificate of Incorporation (CoI) reflecting the change in director. The new CoI will be sent to the sole member of the OPC by post.
Few advantages and disadvantages to changing the director in an OPC.
Advantages
- You can choose a director who is more suitable for your needs. For example, if you are planning to expand your business, you may want to appoint a director who has experience in managing larger companies.
- You can avoid any disputes that may arise if the existing director is no longer able or willing to act as director. For example, if the existing director dies or becomes incapacitated, you may want to appoint a director who is more likely to be able to manage the company.
- You can keep your company’s shares in the family. If you appoint a family member as director, you can ensure that your company’s shares will remain in the family even if you die or become incapacitated
Disadvantages
- It can be a time-consuming and paperwork-intensive process. You will need to file a new Form INC-4 with the Registrar of Companies (RoC) and provide a copy of the new director’s consent letter.
- There is a filing fee associated with changing the director. The filing fee for Form INC-4 is INR 1000.
- If you change the director too often, it may raise eyebrows with the RoC. The RoC may ask you to provide a reason for changing the director so often.
Some additional things to consider when changing a director in OPC:
- Make sure that the new director has the skills and experience necessary to fulfill the role.
- Conduct a thorough background check on the new director.
- Communicate the change to employees and customers in a timely and transparent manner.
- Provide the new director with the resources and support they need to be successful.
- Monitor the performance of the new director and make adjustments as needed
