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Rule 3

One Person Company

(1)
Only a natural person who is an Indian citizen and whether resident in India or otherwise resident in India –
(a)
shall be eligible to incorporate a One Person Company;
(b)
shall be a nominee for the sole member of a One Person Company.
Explanation

I.“ – For the purposes of this rule, the term “resident in India” means a person who has stayed in India for a period of not less than one hundred and twenty days one hundred and eighty two days during the immediately preceding financial year.

Explanation

II.- For the purposes of this rule, while counting the number of days of stay of a director in India for the financial year 2018-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted”;

Explanation

For the purposes of this rule, the term “resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one calendar year.

(2)
No person shall be eligible to incorporate more than a One Person Company or become nominee in more than one such company. A natural person shall not be member of more than a One Person Company at any point of time and the said person shall not be a nominee of more than a One Person Company
(3)
Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria specified in sub rule (2) within a period of one hundred and eighty days.
(4)
No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.
(5)
Such Company cannot be incorporated or converted into a company under section 8 of the Act.
(6)
Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates.
(7)
No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.
Notes, amendments & references (4)

Substituted vide notification dated 01.02.2021 w.e.f. 01.04.2021, Companies (Incorporation) Second Amendment Rules, 2021. To view the notification, Click Here

Substituted vide Companies (Incorporation) Third Amendment Rules, 2018 dated 27.07.2018. To view the Notification, Click Here

substituted vide notification dated 27.07.2016, Companies (Incorporation) Third Amendment Rules, 2016. To view the notification, Click Here

(7) Omitted vide notification dated 01.02.2021 w.e.f. 01.04.2021, Companies (Incorporation) Second Amendment Rules, 2021. To view the notification, Click Here