# One Person Company (OPC) — Section 2(62)
## Definition
One Person Company means a company which has only one person as a member.
OPC is basically a private company with some unique features.
## Name Requirement
The words 'One Person Company' or 'OPC' shall be mentioned in brackets below the name of the company, wherever its name is printed, affixed or engraved.
Example: `XYZ Private Limited`
`(One Person Company)`
## Why OPC? — Background
- Recommended by the J.J. Irani Committee.
- Aimed to encourage unorganised proprietorship businesses to enter the organised corporate world.
- Concept already accepted in China, Pakistan, Singapore, USA.
- Previously in India, minimum 2 shareholders were needed for a private company — leading to forced 'dummy shareholders' who could exploit their position. OPC eliminates this problem.
## Relaxations Available to OPC
| # | Relaxation |
|---|---|
| 1 | Only one director is sufficient (vs. 2 in private company) |
| 2 | Not required to hold Annual General Meeting (AGM) |
| 3 | Information in directors' report is significantly reduced |
| 4 | Annual return signed by Company Secretary (CS); in absence of CS, by the director |
| 5 | Minimum number of Board Meetings does NOT apply if OPC has only one director |
| 6 | If OPC has more than one director: at least one Board meeting in each half of calendar year, with gap between two meetings not less than 90 days |
| 7 | Cash Flow Statement is NOT required |
## Who Can Form an OPC?
Only a natural person who satisfies ALL of:
- Is NOT a minor
- Is an Indian citizen
- Is resident in India OR otherwise
### 'Resident in India' Definition
A person who has stayed in India for at least 120 days during the immediately preceding financial year.
## Nominee Requirements
### 1. Indicate Nominee in Memorandum
- The MOA of OPC shall indicate the name of another natural person (other than minor, Indian citizen) as nominee.
- Nominee's prior written consent required in Form INC-3.
- Purpose: To ensure perpetual succession — nominee becomes member on subscriber's death or incapacity.
### 2. Filing
- Nominee's name filed in Form INC-32 (SPICe).
- Consent in Form INC-3 + prescribed fee filed with Registrar at incorporation.
### 3. One-OPC Rule
A person who is already a member of one OPC and becomes a member of another OPC (by virtue of being a nominee) must meet the eligibility criteria — i.e., can be member of only ONE OPC — within 180 days.
## Withdrawal of Consent by Nominee
- Nominee may withdraw consent by written notice to:
- The sole member, AND
- The OPC
- Sole member must nominate another person as new nominee within 15 days of receipt of withdrawal notice.
- New nominee's written consent in Form INC-3 + intimation to company.
## Replacing the Nominee
- Member can change the nominee any time, for any reason (including death/incapacity of existing nominee).
- Requires prior written consent of new nominee in Form INC-3.
- Prior intimation to the company in writing.
- This change is NOT an alteration of memorandum.
## Key Forms
| Form | Purpose |
|---|---|
| INC-3 | Nominee's consent |
| INC-32 (SPICe) | Incorporation filing |
## Memory Aid: 'OPC = One Person, Optional Compliances'
One member, one director possible, one Board meeting (or none), no AGM, no Cash Flow Statement.