Chartered Accountant · ICAI M.No. 153926 · FRN 136869W
Single owner + nominee
One member runs and owns it, with a named nominee for continuity.
Resident Indian only
Only a resident Indian individual can incorporate an OPC; it converts to a Pvt Ltd on crossing thresholds.
The nominee, the conversions and who it suits
The defining feature of an OPC is the nominee: because there’s only one member, you must name an individual who steps in as member if you die or become incapacitated, with their written consent in Form INC-3, and the nominee can be changed later. Only a resident Indian individual (a natural person, not a company) can form or be a nominee of an OPC, and a person can incorporate only one OPC at a time. An OPC has a single member but can have up to fifteen directors. It gives the solo founder limited liability and a corporate identity that a proprietorship can’t, while needing less than a full Pvt Ltd — for instance fewer board-meeting requirements and no formal AGM. Historically an OPC had to convert to a Private Limited once it crossed certain paid-up capital or turnover limits; those mandatory-conversion thresholds have been eased, and conversion can now be voluntary at any time. An OPC suits a single founder who wants liability protection and credibility but isn’t yet raising outside equity (which would need a second shareholder and a conversion). Confirm the current conversion rules, which were relaxed in recent years.