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What are the restrictions on the business activities of an OPC?

Prohibited Financial Activities

  • OPCs cannot carry out Non-Banking Financial Investment (NBFI) activities.
  • They are barred from activities like lending, investment in securities, and financing businesses.
  • OPCs cannot operate as a Chit Fund, Nidhi Company, or NBFC.
  • They are not allowed to accept public deposits or offer financial services.
  • These restrictions ensure financial stability and reduce risk exposure.

Public Fundraising Limitations

  • OPCs cannot issue equity shares to the public or list on stock exchanges.
  • They are not permitted to raise capital through IPOs or public offerings.
  • This limits access to large-scale equity investment or crowd-sourced funding.
  • OPCs must rely on personal funds, loans, or private placements for capital.
  • Such restrictions confine the scale of fund-driven expansion.

Ownership and Control Limitations

  • An OPC can have only one member and one nominee, limiting structural expansion.
  • It cannot convert voluntarily into a public or private company within two years of incorporation, unless required by law.
  • OPC cannot include partners, co-founders, or multiple shareholders within its structure.
  • There is no provision to bring in additional equity investors without conversion.
  • The structure suits small, individual-led ventures but restricts collaborative enterprises.

Turnover and Capital Thresholds

  • If the turnover exceeds ₹2 crore in any of the last three financial years, OPC must convert into a private or public company.
  • If the paid-up share capital exceeds ₹50 lakh, conversion is also mandatory.
  • These thresholds act as growth ceilings within the OPC framework.
  • Continuing beyond these limits without converting leads to penalties and legal issues.
  • The company must regularly assess its financial status to stay compliant.

Sectoral and Regulatory Restrictions

  • OPCs may not be eligible for operating in regulated sectors requiring multi-shareholder governance.
  • Some business licenses or contracts may not accept OPCs as eligible entities.
  • Activities requiring multi-level board structures or investor participation may not suit OPCs.
  • Government tenders or corporate tie-ups may prefer or require a private limited status.
  • These limitations affect eligibility and competitiveness in certain industries.

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