One Person Company (OPC) : Formation & Registration in Bangladesh

What Is One Person Company (OPC) ?

One Person Company [OPC] means and includes a company whose shareholder is merely a natural person [as inserted in by proposed Section 2 (Kha) of sub-section 1 of section 2 of the Companies Act, 1994]. That oblige that  any natural person may incorporate an OPC for any lawful object by signing his/her name into the memorandum as the only shareholder. A natural person can only form a One Person Company (OPC).

New Look to the Company Name

As we are accustomed to see (LTD) after the name of a company, OPC (One Person Company) should be written for indication of Limited Company when formed by a single person except where there is a NGO and Company Limited by Guarantee. [ Section 11(Ka) of the Companies Act, 1994]

Transfer of Share

The transferor of the shares shall submit the list of the concerned Director, Statement of Annual Capital, and Deed of Transfer including Affidavit to the registered office of the Registrar (RJSC). Afterward, the transferor shall appear in person to the registered office of the Registrar to reconfirm the authenticity of his signature. If the transferor is a foreign national or resides abroad, the documents and affidavits relating to the transfer of shares shall be sent to RJSC after certification by the authorized officer of the concerned embassy.

Transmission of shares

  • In the event of the death of a sole shareholder of OPC, the nominee/assignee shall be entitled to get all the shares of the shareholder and such an issue has to be informed to the register by the company itself.
  • The nominee shall entitle to get the same dividend and other benefits as the deceased shareholder and shall be liable in the same manner.
  • The nominee/assignee shall also nominate another person with his/ her written consent who will become the shareholder of the company in case of the death of such nominee.

Registration Procedure for One Person Company (OPC)

Memorandum and Article of Association – As per section 392A, Memorandum and Articles of Association means and includes Memorandum and Article of Association mentioned in Schedules 9A and 9B.

Structure –  As per section 392B, A natural person may form a One Person Company (OPC) for any legal purpose, and may sign in the memorandum. It is mandatory to insert the name of one or more nominee/ assignee in the Memorandum and in the Article of Association of OPC. But a natural person may only form a One Person Company (OPC).

Share Capital – As per section 392C, the paid-up capital of an OPC shall be a minimum of Tk. 25 Lakhs and maximum Tk. 5 Crores and the annual turnover of the previous financial year is at least Tk. 1 Crore and at most Tk. 50 Crores. If the paid up capital of OPC exceeds the amount specified above and the annual turnover exceeds the amount specified above then subject to the necessary terms and conditions, a natural person can transfer OPC to a private limited company or a public limited company.

Director – As there is only a sole shareholder of OPC, He/She shall be its Director as well as manager, company secretary and other employees may be appointed to manage One Person Company (OPC).

Meeting – As per section 392F, the Director of OPC will call at least one board of directors meeting in every half year.

Amendment– As per section 392G, if any changes are made in the Memorandum and Article of Association of the OPC, the Company will notify about such changes to the Registrar of Joint Stock Company (RJSC).

Transfer of shares to the natural person – As per section 392H, All shares of the OPC can be transferred to any other individuals with natural beings subject to the provision of section 38.

Balance sheet – As per section 392I, in the case of OPC, within 160 days of the end of a financial year, its financial statements must be submitted to the Registrar. Each balance sheet consists of the profit and loss or income and expenditure and signed by the Director.

Consult with our Specialist Lawyer

ADV Matin Sarkaer Mishuk

Phone- 01753173459

Mail – [email protected]

AIN BISHAROD– (A Legist Law Firm)

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