Business Structure and Management

• An OPC must have only one member at all times, who is the sole owner and shareholder.
  
• It must appoint at least one director, who may also be a member.
  
• The company must have a registered office address in India for receiving official communications.
  
• The director is responsible for the day-to-day management and statutory decision-making of the OPC.
  
• All business operations must be conducted in the name of the company, not the individual.
  

Nominee Appointment

• At the time of incorporation, the OPC is required to appoint a nominee who will take over in case of the sole member’s death or incapacity.
  
• The nominee must be a natural person, an Indian citizen, and a resident of India.
  
• Consent of the nominee must be filed in Form INC-3 with the Registrar of Companies.
  
• If the nominee changes, the company must notify the RoC using Form INC-4.
  
• This ensures continuity of business operations and succession planning.
  

Record-Keeping and Compliance

• The OPC must maintain proper books of accounts, statutory registers, and records of board resolutions.
  
• It must prepare and file annual financial statements and income tax returns, even in the case of no activity.
  
• ROC filings such as Form AOC-4 (financials) and MGT-7A (annual return) are mandatory.
  
• Written resolutions must be passed and recorded even if there is only one director or member.
  
• All documentation should be stored at the registered office and made available for inspection when required.
  

Statutory Audit and Taxation

• A statutory audit by a Chartered Accountant is compulsory, regardless of turnover or profit.
  
• The auditor must issue a report that is filed with the financial statements.
  
• OPCs must file their income tax returns (ITR-6) annually and comply with TDS and GST rules if applicable.
  
• All tax payments, filings, and returns must be completed within statutory deadlines.
  
• Non-compliance leads to penalties, disqualification of directors, or legal action.
  

Operational Limitations and Conversion Rules

• OPCs are restricted from engaging in Non-Banking Financial Investment (NBFI) activities or issuing public shares.
  
• Only one OPC can be formed by a person, and no person can be nominee in more than one OPC.
  
• If the paid-up share capital exceeds ₹50 lakh or the turnover exceeds ₹2 crore, the OPC must convert into a private or public limited company.
  
• The company must pass board resolutions and file Form INC-6 to effect conversion.
  
• Monitoring financial thresholds is essential to ensure timely structural compliance.