# One Person Company (OPC) — Incorporation
A One Person Company is a private company having only one member. Conceptualised to give sole proprietors the benefit of limited liability and a separate legal entity.
## 1. Eligibility
Only a natural person who is an Indian citizen (whether resident in India or otherwise) can:
- Incorporate an OPC, OR
- Be the nominee for the sole member.
Resident in India = a person who has stayed in India for at least 120 days during the preceding financial year.
> Earlier limit was 182 days; reduced to 120 days as part of pro-OPC reforms.
## 2. One-OPC Rule
- A natural person cannot be a member or nominee of more than ONE OPC at any time.
- If a person becomes a member of a second OPC (e.g., by inheritance), they must resolve the conflict within 180 days by withdrawing from one.
## 3. Minors
Minors cannot:
- Become a member of an OPC,
- Be a nominee, or
- Hold shares with beneficial interest in an OPC.
## 4. Restrictions on Form / Conversion
- OPC cannot be incorporated as, or converted into, a Section 8 (charitable) company.
- OPC may convert to a private or public company anytime, subject to conditions.
## 5. Business Restrictions
OPC cannot carry on Non-Banking Financial Investment activities, including investment in securities of any body corporate.
## 6. Nominee — Concept and Procedure
### a. Concept
- Nominee named in the MOA replaces the sole member in case of death or incapacity to contract.
- Consent of nominee must be obtained in writing and filed with the ROC.
### b. Withdrawal of Consent by Nominee
- Nominee notifies the sole member and OPC in writing.
- Sole member must nominate a new nominee within 15 days and inform the company in writing along with new nominee's written consent.
- Form: INC-4.
### c. Change of Nominee by Member
- Member can replace the nominee anytime by giving notice to the company.
- New nominee must give prior consent.
- Company shall notify the ROC.
## 7. Notice to ROC
The OPC must file notice in Form INC-4 (with fee) within 30 days of any of the following:
- Nominee becoming a member (death/incapacity);
- Withdrawal of consent by nominee;
- Replacement of nominee.
## 8. Benefits/Relaxations Available to OPC
| Aspect | Relaxation |
|---|---|
| Cash Flow Statement | NOT required as part of financial statements |
| Signing of Annual Return | Can be signed by a Director (no CS needed) |
| Board Meetings | Only ONE Board meeting per half-year required (gap between two: not less than 90 days) |
| Filing of FS | Within 180 days from the end of the FY |
| Change in Nominee | NOT deemed to be alteration of MOA |