Sole Membership Requirement

• An OPC is legally required to have only one member at any given time.
  
• This individual holds 100% of the shares and has complete control over the company.
  
• The concept of OPC is designed to allow a single entrepreneur to operate a private limited company.
  
• Having more than one member violates the core definition of an OPC.
  
• Any addition of members would necessitate conversion into another form of company.
  

No Joint Membership Allowed

• Joint shareholding is not allowed in an OPC structure.
  
• The entire share capital must be held exclusively by one individual.
  
• No partnership, group ownership, or co-investment through shares is permitted.
  
• All rights, decisions, and liabilities are tied to the single member alone.
  
• Even family members or business associates cannot jointly hold ownership.
  

Nominee Provision Is Not Additional Membership

• The nominee appointed in an OPC is not considered a member.
  
• The nominee only takes over the company upon the insolvency or incapacity of the original member.
  
• Until such an event occurs, the nominee has no ownership or operational role.
  
• The existence of a nominee does not alter the one-member restriction.
  
• The nominee must be a natural person who meets the eligibility criteria.
  

Restriction on Multiple OPC Ownership

• A person can be a member of only one OPC at a time.
  
• They cannot incorporate more than one OPC or be a nominee in another OPC simultaneously.
  
• This ensures that the OPC structure is reserved for genuine single-owner ventures.
  
• Any breach of this rule may lead to disqualification or legal action.
  
• Individuals must exit one OPC before forming or joining another.
  

Conversion on Exceeding Limits

• If the company needs additional members or shareholders, it must convert into a Private Limited Company.
  
• Voluntary conversion into another company type is permitted after two years of incorporation.
  
• Mandatory conversion is required if the paid-up capital exceeds ₹50 lakh or the turnover exceeds ₹2 crore.
  
• The conversion allows the inclusion of multiple members and expanded ownership.
  
• This transition must be formally registered with the Registrar of Companies.