INTRODUCTION
Yes, it is possible for an One Person Company (OPC) to have two directors. The Companies Act, 2013 allows an OPC to have a minimum of one director and a maximum of 15 directors. The member of the OPC can appoint other directors by passing a resolution at a board meeting. The appointed directors will have the same powers and responsibilities as the first director.
However, there are some important things to keep in mind if there are two directors in an OPC:
- The OPC will still be considered a one-person company for most purposes. This means that it will be subject to the same compliance requirements as other OPCs, such as the requirement to have a single nominee.
- The two directors will not be able to form a majority of the board of directors. This means that they will not be able to make decisions on their own, and they will need to consult with the other directors.
- The two directors will not be able to appoint themselves as managing directors of the OPC. The managing director must be a natural person who is not a director of the company
MANDATORY COMPLIANCES
- Annual return: Every OPC is required to file an annual return with the Registrar of Companies (RoC) within 30 days of the close of its financial year. The annual return must contain information about the company’s directors, shareholders, and financial performance.
- Financial statements: Every OPC is required to prepare and file financial statements with the RoC within 30 days of the close of its financial year. The financial statements must be audited by a qualified auditor.
- Board meetings: Every OPC is required to hold at least one board meeting in every financial year. The board meetings must be held at a place within India and must be minute.
- Nominee: Every OPC is required to appoint a nominee who will act as a member in case the member dies or becomes incapacitated. The nominee must be a natural person who is resident in India.
- Director identification number (DIN): Every director of an OPC is required to obtain a director identification number (DIN) from the Ministry of Corporate Affairs (MCA). The DIN is a unique identification number that is used to track the director’s history of directorships.
Some Additional Mandatory Compliances That May Apply to OPC With Two Directors:
- Increased filing fees: OPCs with two directors may be required to pay higher filing fees with the RoC.
- Increased audit requirements: OPCs with two directors may be required to have their financial statements audited by a qualified auditor even if they are not required to do so under the Companies Act, 2013.
- Increased disclosure requirements: OPCs with two directors may be required to disclose more information about their directors and shareholders in their annual returns.
some of the advantages and disadvantages of having two directors in an One Person Company (OPC):
Advantages:
- Shared decision-making: Having two directors can help to ensure that decisions are made in a more informed and balanced way.
- Increased expertise: Two directors can bring different skills and expertise to the table, which can help the company to grow and succeed.
- Succession planning: Having two directors can help to ensure that the company has a smooth transition in case one of the directors is unable to continue in their role.
- Increased credibility: Having two directors can make the company appear more credible to potential investors and customers.
Disadvantages:
- Increased costs: Having two directors can increase the company’s costs, such as the cost of filing fees, audit fees, and board meeting expenses.
- Increased complexity: Having two directors can increase the complexity of running the company, such as the need for more complex decision-making processes and record–keeping procedures.
- Potential for conflict: Having two directors can increase the potential for conflict, especially if the directors have different ideas about how the company should be run.
- Loss of control: If one of the directors is a minority shareholder, they may have less control over the company than they would if they were the sole director.
