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What are the potential drawbacks of forming an OPC?

Ownership Restrictions

  • Only one person is allowed to form and own an OPC, limiting collaborative opportunities.
  • A person can incorporate only one OPC and cannot be a nominee in another.
  • Foreign citizens, non-resident Indians, and legal entities cannot form an OPC.
  • The structure is not suitable for businesses requiring co-founders or joint ownership.
  • Succession planning is restricted to a single nominee, with no shared decision-making.

Limited Business Scalability

  • OPCs are not allowed to raise equity capital from the public or list on stock exchanges.
  • Venture capitalists and institutional investors typically avoid investing in OPCs.
  • Growth opportunities may be restricted in capital-intensive sectors.
  • OPCs are often seen as small-scale operations, affecting large business contracts.
  • Expansion may require conversion to a private or public limited company.

Conversion Requirements

  • Mandatory conversion is required if turnover exceeds ₹2 crore or paid-up capital exceeds ₹50 lakh.
  • Conversion involves additional documentation, compliance, and ROC approval.
  • The process adds to the cost and administrative burden as the business grows.
  • Businesses may face compliance issues if thresholds are crossed unknowingly.
  • Planning for long-term growth requires early consideration of future conversion.

Compliance Responsibilities

  • OPCs must maintain statutory registers, file annual returns, and conduct board meetings.
  • The compliance burden is higher than sole proprietorships or partnerships.
  • Non-compliance may lead to penalties or loss of legal protection.
  • Regulatory oversight under the Companies Act adds reporting obligations.
  • It requires professional support, such as company secretaries or legal advisors.

Operational Dependency

  • The business relies entirely on a single individual for operations and decisions.
  • Absence or incapacity of the owner may affect business continuity until the nominee acts.
  • Limited perspective in decision-making due to a lack of board or partners.
  • The structure does not accommodate growth in team leadership or ownership roles.
  • Delegation and succession are limited in comparison to multi-member entities.

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