Ownership and Capital Contribution

• The sole member is the owner and shareholder of the OPC.
  
• They contribute the entire share capital required to establish and run the company.
  
• Their liability is limited to the unpaid amount on their shares, offering personal asset protection.
  
• The member determines the financial structure of the company, including authorized and paid-up capital.
  
• The ownership remains exclusive unless the company is converted into another form.
  

Control and Decision-Making Authority

• The sole member holds full control over strategic decisions of the company.
  
• They may also act as the director, managing day-to-day operations and governance.
  
• All key business resolutions are passed through written records signed by the member.
  
• There is no need for shareholder meetings since there is only one member.
  
• This centralization enables quick decision-making and operational flexibility.
  

Appointment of Nominee

• The sole member must appoint a nominee at the time of incorporation.
  
• The nominee is authorized to take over the company in case of the member’s insolvency or incapacity.
  
• The member is responsible for obtaining written consent from the nominee (Form INC-3).
  
• They may change or replace the nominee by filing Form INC-4 with the Registrar of Companies.
  
• The nominee provision ensures business continuity and succession planning.
  

Compliance and Legal Responsibility

• The sole member ensures the OPC remains compliant with statutory requirements.
  
• They are responsible for filing annual returns, financial statements, and maintaining records.
  
• The member must ensure proper maintenance of the books of accounts and audit requirements, if applicable.
  
• They may also approve the appointment of auditors, changes in directors, or capital structure.
  
• All formal decisions taken by the member are recorded in writing and filed when required.
  

Conversion and Structural Changes

• The sole member decides on the conversion of OPC into a private or public company if statutory thresholds are exceeded.
  
• They can initiate a change of business activity, registered office, or company name.
  
• Any decision to close, merge, or sell the business lies solely with the member.
  
• The member may also introduce structural or operational changes through proper resolutions.
  
• Their role is central to both the strategic and functional evolution of the OPC.