Directors in OPC

The act, duties and liabilities of a director in OPC depend upon the nature of the business. Every company is a separate legal entity which doesn’t have physical existence. Company act through a person called director who manages company’s various affairs.

Directors in One Person Company

The revised Companies Act, 2013 has been introduced a new revolutionary concept of One Person Company which gives an individual owner advantages of a company with limited liability. OPC being a separate entity from its owner, the director is a responsible person for all the required compliances for the smooth functioning of the business.

As per the provisions of the Companies Act, 2013, every OPC registered in India with MCA shall have minimum one director which may extend to maximum 15 without special resolution. For further extent in the number of directors, a special resolution needs to be passed.

According to the Companies Act and Companies rules, OPC can be formed as a private company. So, the duties and responsibilities of a director are similar to the director in a private company.

Related: One Person Company vs Private Limited Company

A person or a body corporate can be a director if he is having:

• DIN (Director Identification Number) which can be applied in form DIR-3
• Valid PAN card
• DSC (Digital Signature Certificate)

Duties of a Company Director

Directors are not the servant of the company; they are the officer of the company. They can use their powers to discharge the duties as per the Companies Act, 2013. While discharging the duties, a director must act fairly. There is no exhaustive list of the duties of the director; some general duties of director are mentioned herein:

• Comply all the required annual compliances of the company
• To file return of allotments, failing to file shall make the director ‘officer in default’
• Disclose the personal interest in company as its fiduciary duty of a director which ensure that interest of company is always ahead to the personal interest of the director.
• To attend the board meetings

Powers of an OPC Director

• Any change in a one person company required the consent of the director.
• Act as an agent of the company
• Directors have the power to access the accounts of the company
• Director of the company entitled to exercise the powers to do all the acts as the company is authorised to do.

In case no director is appointed in a One Person Company then the sole shareholder of a company is responsible to discharge the duties of the director as well as the shareholder