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WHAT IS THE FORM IS MANDATORY FOR FILLING ROC IN CASE OF TWO DIRECTOR IN ONE PERSON COMPANY?

WHAT IS THE FORM IS MANDATORY FOR FILLING ROC IN CASE OF TWO DIRECTOR IN ONE PERSON COMPANY?

INTRODUCTION

A one-person company (OPC) is a type of private limited company in India that can be formed by a single person. OPCs were introduced in India in 2013 under the Companies Act, 2013.

Registrars of Companies (ROC) appointed under Section 609 of the Companies Act covering the various States and Union Territories are vested with the primary duty of registering companies and LLPs floated in the respective states and the Union Territories and ensuring that such companies and LLPs comply with statutory requirements under the Act. These offices function as registry of records, relating to the companies registered with them, which are available for inspection by members of public on payment of the prescribed fee. The Central Government exercises administrative control over these offices through the respective Regional Directors.

Directors are the people who run a company. They are responsible for making sure that the company complies with the law and that it is managed in a way that is in the best interests of its shareholders.

The form that is mandatory for filling ROC in case of two directors in one person company (OPC) is INC-32. This form is used to appoint a second director to an OPC.

The INC-32 form must be filed with the Registrar of Companies (ROC) within 30 days of appointing the second director. The form must be accompanied by the following documents:

  • A copy of the OPC’s Memorandum of Association (MOA) and Articles of Association (AOA)
  • A copy of the resolution passed by the sole member of the OPC appointing the second director
  • A copy of the identity proof and address proof of the second director
  • A declaration from the second director stating that they are not disqualified from being a director under the Companies Act, 2013

If the INC-32 form is not filed with the ROC within 30 days of appointing the second director, the OPC will be liable to a penalty of INR 5,000.

HERE ARE THE STEPS ON HOW TO FILL THE INC-32 FORM:

  1. Go to the MCA website and click on the “Forms” tab.
  2. Select the “INC-32” form and click on the “Download” button.
  3. Fill in the form carefully and accurately. Here are the details you need to fill in:
    • Company details – Enter the company’s name, registration number, and address.
    • Director details – Enter the details of the second director, including their name, address, and PAN number.
    • Resolution – Enter the details of the resolution passed by the sole member of the OPC appointing the second director.
    • Declaration – Enter the declaration from the second director stating that they are not disqualified from being a director under the Companies Act, 2013.
  4. Attach the required documents – The following documents are required to be attached with the INC-32 form:
    • A copy of the OPC’s Memorandum of Association (MoA) and Articles of Association (AoA)
    • A copy of the resolution passed by the sole member of the OPC appointing the second director
    • A copy of the identity proof and address proof of the second director
    • A declaration from the second director stating that they are not disqualified from being a director under the Companies Act, 2013
    • A consent letter from the second director to act as a director of the company
  5. Sign the form in the presence of a witness – The form must be signed by the sole member of the OPC and the second director. The signatures must be attested by a witness.
  6. Send the form to the ROC by post or courier – The INC-32 form can be sent to the ROC at the following address: Registrar of Companies [Your State], [Your District], [Your PIN Code]

ADVANTAGE

  1. It is mandatory – The INC-32 form is mandatory for filing ROC in case of two directors in an OPC. This is because the Companies Act, 2013 requires all OPCs with two or more directors to file the INC-32 form.
  2. It is a one-time filing – The INC-32 form is a one-time filing and it does not need to be filed every time the OPC appoints a new director. This can save time and effort for the OPC.
  3. It is easy to file online – The INC-32 form can be filed online through the MCA’s e-Form portal. This is convenient and easy to do, even for people who are not familiar with the filing process.
  4. It helps to ensure compliance with the law – Filing the INC-32 form helps to ensure that the OPC is compliant with the Companies Act, 2013. This is important because the Companies Act, 2013 is a comprehensive law that governs the formation and operation of companies in India.
  5. It can help to improve the creditworthiness of the OPC – Filing the INC-32 form can help to improve the creditworthiness of the OPC. This is because lenders are more likely to lend money to companies that are compliant with the law.

DISADVANTAGE

  1. It can be a time-consuming and paperwork-intensive process – The INC-32 form is a complex form and it can take some time to fill out correctly. The form also requires a number of attachments, such as copies of the OPC’s Memorandum of Association (MOA) and Articles of Association (AOA), and the identity proof and address proof of the second director.
  2. It can be expensive – The cost of filing the INC-32 form varies depending on the state in which the OPC is registered. However, it is generally a relatively expensive process.
  3. It can be difficult to find a qualified second director – Not everyone is qualified to be a director of a company. The second director must meet certain eligibility requirements, such as being a citizen of India and having a minimum educational qualification. It can be difficult to find a qualified second director who is also willing to take on the responsibilities of being a director.

CONCLUSION

To conclude, the INC-32 form is mandatory for filling ROC in case of two directors in one person company (OPC). This is because the Companies Act, 2013 requires all OPCs with two or more directors to file the INC-32 form with the ROC within 30 days of appointing the second director.