No Minimum Capital Mandate

• The Companies Act, 2013, does not prescribe any minimum paid-up capital requirement for an OPC.
  
• An OPC can be incorporated with any amount of capital, even as low as ₹1.
  
• This provides flexibility and accessibility for small entrepreneurs and startups.
  
• There is no separate requirement for authorized and paid-up capital minimums.
  
• The capital must simply be sufficient to support the business operations and goals.
  

Authorized and Paid-Up Capital

• Authorized capital is the maximum amount the OPC is allowed to raise through share issuance.
  
• Paid-up capital is the actual amount invested by the sole member at the time of incorporation.
  
• These values must be declared during registration and are stated in the company’s MoA.
  
• Any increase in authorized capital requires alteration of the MoA and filing with the Registrar of Companies (RoC).
  
• The paid-up capital must be fully subscribed by a single member only.
  

Impact on Compliance Requirements

• If the paid-up capital exceeds ₹50 lakh, the OPC is required to convert into a private or public limited company.
  
• This threshold is one of the triggers for mandatory structural change under the Companies Act.
  
• Staying below this capital limit helps retain the OPC status and its simplified compliance benefits.
  
• The capital level may affect the company’s classification as a small company for legal purposes.
  
• Monitoring capital levels is important to avoid unintentional conversion obligations.
  

Shareholding Restrictions

• Since an OPC allows only one member, the entire share capital must be held by a single individual.
  
• No joint shareholding or ownership by a company, trust, or partnership is allowed.
  
• The share capital cannot be divided among multiple persons.
  
• Any transfer of shares results in a complete change of ownership and requires RoC approval.
  
• The nominee appointed does not hold shares until activated due to the member’s death or incapacity.
  

Flexibility in Fundraising

• The capital can be increased as the business grows, with proper filing and documentation.
  
• OPCs are not allowed to raise equity from the public or institutional investors.
  
• Capital must be raised through internal resources or private arrangements with banks or financial institutions.
  
• The limited capital structure restricts large-scale fundraising but supports controlled expansion.
  
• OPCs may consider conversion into private limited companies when broader capital needs arise.