# Formation of One Person Company (OPC)
## What is an OPC?
Section 2(62): OPC means a company which has only one person as a member.
OPCs are deemed private companies. Suffix in the name must be '(OPC) Private Limited'.
## Nominee mechanism — the heart of OPC structure
The MoA of an OPC must indicate:
- the name of another person (nominee);
- with prior written consent in the prescribed form;
- who shall, on the death or incapacity to contract of the subscriber, become the member.
The written consent of the nominee must be filed with the Registrar at the time of incorporation along with the MoA and AoA.
## Eligibility — who can be a member or nominee
- Must be a natural person (no companies, firms, or other entities).
- Must be an Indian citizen — whether resident or non-resident.
- 'Resident in India' for OPC purposes = a person who has stayed in India for not less than 120 days during the immediately preceding financial year.
> Note: A Non-Resident Indian (NRI) who is an Indian citizen can now form an OPC.
## Exclusivity rules — one person, one OPC
- A natural person cannot be a member of more than one OPC at any point in time.
- A natural person cannot be a nominee of more than one OPC at the same time.
## When a member of one OPC becomes member of another OPC (by way of nomination)
If a person, who is already a member of an OPC, becomes a member in another OPC by virtue of being its nominee (i.e., the original sole member died / became incapacitated), the person must meet the eligibility criteria — i.e., divest one of the two OPCs — within 180 days.
## When the nominee actually steps in
When the nominee becomes the member (on death/incapacity of the original member):
- He must appoint a new nominee within 15 days of becoming a member.
- The OPC must intimate the Registrar in Form INC-4 within 30 days of the nominee becoming a member.
## Visual: the nominee timeline
```
T0: Incorporation
Member A + Nominee B (consent filed)
A dies ----->
T1: B becomes member
- Within 15 days: B must appoint a new nominee
- Within 30 days: OPC files Form INC-4 with RoC
If B was already a member of another OPC at T1:
- Within 180 days: B must comply with eligibility
(i.e., relinquish membership in one of the OPCs)
```
## Quick distinguishers
- OPC vs Sole Proprietorship: OPC is a separate legal entity with limited liability; sole proprietorship is not.
- OPC vs Private Company: OPC has 1 member; private company has 2-200 members. OPC's MoA contains a nominee clause; private company's doesn't.
## Restrictions on OPCs (additional, from Rules)
- An OPC cannot be incorporated as / converted into a Section 8 company.
- An OPC cannot carry out NBFI activities (investing in securities of other body corporates is restricted).