Centralized Authority

• In an OPC, the sole member typically acts as both owner and director, giving them complete control over decisions.
  
• All key business, financial, and operational decisions are taken individually by the member.
  
• This structure enables quick and flexible decision-making without delays caused by multiple approvals.
  
• There is no requirement to consult with shareholders or convene general meetings.
  
• This centralized model is ideal for solo entrepreneurs who want full control over their business.
  

Written Resolutions Instead of Meetings

• Since there is only one member and possibly only one director, there is no requirement to hold board or general meetings.
  
• Decisions are taken by the member and recorded in written resolutions, which are then signed and maintained in the company’s records.
  
• These written records serve as the legal proof of decisions made, replacing the need for formal meeting minutes.
  
• Resolutions may include approval of financial statements, appointment of an auditor, or changes in the company structure.
  
• Proper documentation is essential for compliance and future audits.
  

Role of the Director

• If the member has appointed additional directors, routine business decisions can be delegated to them.
  
• Directors act within the powers granted by the Companies Act and the company’s Articles of Association (AoA).
  
• Strategic decisions like capital increase, structural change, or conversion must still be authorized by the sole member.
  
• Directors are bound to act in the best interests of the company and in compliance with the law.
  
• If more than one director is appointed, decisions may involve board resolutions or documented consents.
  

Legal and Regulatory Decision-Making

• Certain decisions require regulatory filings or approvals, such as changes in the nominee, registered office, capital, or company name.
  
• These decisions must be backed by proper resolutions and supporting documents before being submitted to the Registrar of Companies (RoC).
  
• The company must ensure that all filings reflect the decisions made and are consistent with internal records.
  
• Legal decisions must comply with the Companies Act, 2013, and relevant rules.
  
• Non-compliance or undocumented decisions may lead to penalties or rejection of filings.
  

Nominee’s Role in Exceptional Cases

• The nominee has no role in decision-making during the lifetime or the capability of the member.
  
• In case of death or incapacity of the sole member, the nominee becomes the new member and assumes full decision-making power.
  
• The nominee then either continues business operations or takes necessary steps to restructure or close the company.
  
• This automatic succession ensures that the company is not left without a decision-making authority.
  
• The transition must be filed with the RoC to formalize the change in control.