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How is an OPC structured (members, directors, etc.)?

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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