## One Person Company (OPC)
### 1. Definition — Sec 2(62)
A company which has only one person as a member.
### 2. Name Suffix
Name shall have the suffix '(OPC) Private Limited'.
### 3. Nominee Requirement (MoA)
MoA shall indicate:
- Name of the other person (nominee);
- With his prior written consent in the prescribed form;
- Who shall, on the subscriber's death or incapacity to contract, become the member.
Written consent to be filed with the Registrar at incorporation along with MoA & AoA.
### 4. Eligibility of Member / Nominee
- Must be a natural person who is an Indian citizen (resident in India OR otherwise — even NRIs who are Indian citizens are eligible).
- 'Resident in India' = stayed in India ≥ 120 days during the immediately preceding FY.
- A natural person shall NOT be a member of more than 1 OPC at the same time.
- A natural person shall NOT be a nominee of more than 1 OPC at the same time.
### 5. Multiple-OPC Trigger Rule
If a member in OPC-1 becomes a member in OPC-2 (by virtue of being a nominee), he must meet the eligibility criteria within 180 days (i.e., resolve the conflict).
### 6. When Nominee Becomes Member (death / incapacity)
- Appoint a new nominee within 15 days of becoming member.
- OPC to inform RoC in Form INC-4 within 30 days of becoming member.
### 7. Withdrawal of Consent by Nominee
- Nominee gives notice in writing to sole member and OPC.
- Sole member nominates another person within 15 days.
- Intimate company + obtain written consent of new nominee.
- OPC informs RoC in Form INC-4 within 30 days of withdrawal.
### 8. Replacement of Nominee (voluntary change)
- Member obtains written consent of new nominee.
- Intimates company.
- OPC informs RoC in Form INC-4 within 30 days of intimation.
- Change is NOT deemed an alteration of MoA.
### 9. Conversion
- OPC CANNOT be incorporated as / converted into a Section 8 company.
- OPC may be converted to private / public companies as per Rules.
### 10. Other Restrictions
- No minor shall become member/nominee of OPC or hold share with beneficial interest.
- OPC cannot carry out NBFC investment activities including investment in securities of any body corporate.
### 11. Relaxations Available to OPC (& Small Companies)
| Section | Relaxation |
|---|---|
| 2(40) | Not required to prepare CFS (Consolidated FS) |
| 92 | Annual Return can be signed by Director (CS not mandatory) |
| 96 | AGMs not applicable to OPCs |
| 98, 100-111 | Provisions on calling/holding meetings — not applicable |
| 134 | FS and Board's Report can be signed by 1 director |
| 137 | FS can be filed within 6 months from close of FY (instead of 30 days) |
| 143(3) | Reporting on adequacy of IFC — not applicable to OPCs |
| 173 | Only 1 Board Meeting in each half of calendar year; gap between 2 BMs ≥ 90 days |