Single Member Ownership
- An OPC can be formed by only one natural person who is both the owner and shareholder.
- The member must be an Indian citizen and resident in India.
- Only one OPC can be incorporated by a person at a time.
- The sole member holds full control over ownership decisions.
- The member is responsible for the capital contribution and operational direction.
Nominee Requirement
- The OPC must appoint one nominee at the time of incorporation.
- The nominee must be a natural person who is also a resident Indian citizen.
- The nominee takes over the company if the sole member dies or becomes incapacitated.
- Written consent of the nominee is required (in Form INC-3).
- The nominee can be changed at any time with proper procedure and filing.
Director Structure
- An OPC must have at least one director, who can also be the sole member.
- A maximum of fifteen directors can be appointed under the Companies Act, 2013.
- The director is responsible for managing the company’s day-to-day operations.
- If additional directors are appointed, they must fulfill director responsibilities and comply.
- There is no requirement to hold board meetings with only one director, but certain resolutions must still be recorded.
Registered Office and Capital
- The company must have a registered office address in India.
- This address is used for all legal and official communication.
- OPC must declare authorized and paid-up share capital at the time of registration.
- There is no minimum capital requirement, but paid-up capital must remain below ₹50 lakh to avoid conversion obligations.
- The capital is held by the sole member as shareholding.
Legal and Administrative Setup
- OPC is registered with the Ministry of Corporate Affairs (MCA) under the Companies Act.
- The company receives a Certificate of Incorporation, PAN, and TAN after registration.
- It has a Corporate Identification Number (CIN) and exists as a separate legal entity.
- Statutory registers, books of accounts, and annual filings are mandatory.
- All legal responsibilities rest with the member and director, including compliance and record-keeping.
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