3 One Person Company
(1) Only a natural person who is an Indian citizen
[whether resident in India or otherwise]
(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.- 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[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 4[one hundred and twenty 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 20-18-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted]
(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) 5[Omitted].
Amendment
1. Substituted by Notification Dated 27th July, 2016.
For sub-rule (2),
"(2) No person shall be eligible to incorporate more than a One Person Company or become nominee in more than one such company."
the following shall be substituted, namely:-
"(2) 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".
2.Substituted by the Companies (Incorporation) Third Amendment Rules,2018 Dated 27th July 2018
in rule 3, for Explanation,
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.
the following shall be substituted, namely:-
"Explanation L - 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 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 20-18-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted"
3. Substituted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021
In rule 3, sub-rule (1) for the words
and resident in India
the following shall be substituted namely:
whether resident in India or otherwise
4.Substituted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021
In rule 3, for the Explanation I, for the words
one hundred and eighty two days
the following shall be substituted namely:
one hundred and twenty days
5.Omitted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021
Original Omitted Content
(7) No such company can convert voluntarily into any kind of company unless two years is 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.
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