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Contents

Introduction 3

Origin of One Person Company 4

Nature and Scope of One Person Company 6

Process of incorporation 8

OPC and sole proprietorship 9

OPC and Company 10

Conversion of an OPC 12

Challenges and lacunas in the OPC mechanism 13

Analysis 15

Conclusion 16

Bibliography 17
Aim
The aim of this project is mainly to understand the concept of One Person Company, and
to analyse it’s various aspects including the legislative intent, provisions for promoting OPCs
and an analysis. This project is aimed to prepare a paper on the concept of One Person Company
and to understand the benefits, the challenges and the importance of it.
Objective
 To study the concept of One Person Company,
 To study the conversion to and from an OPC,
 To understand the situations where an OPC will be advantageous.
 To study the challenges faced by the business structure of OPC in India.
Research methodology
The nature of research used in the project is doctrinal research i.e. the research which uses
the information given by various credible sources which makes the data of the research
admissible to an extent. The project is made with the method of analytical research
methodology. The project uses the secondary sources available. It uses the internet sources and
the library books to understand the theory of the jurists and their views. The project also
revolves around the use of deductive reasoning for the research. The broad facets of the study
are indicated in terms of proposed chapter in the substantive sections of this proposal. The
study involves:
i. Study of papers published by jurists regarding company law and One Person Company.
ii. Study of various books on the Companies Act, 2013.
This doctrinal work adopted for the writing of research work is both analytical and descriptive.
The researcher will make an effort to critically examine the primary sources like Statutes,
reports of the committees and commissions besides the secondary sources like books, articles,
journals, newspapers, case-laws, and e-resources. Opinions of research scholars, academicians,
and other experts including the advocates who have dealt with this subject will be use as real
contribution to research. E-resources have majorly contributed in research for getting the most
relevant and latest information on the web which has helped the researcher to explore the
subject through various dimensions.

2
Introduction
The introduction of OPC in the legal system is a move that would encourage
corporatization of micro businesses and entrepreneurship with a simpler legal regime so that
the small entrepreneur is not compelled to devote considerable time, energy and resources on
complex legal compliances. This will not only enable individual capabilities to contribute
economic growth, but also generate employment opportunity. One Person Company, as the
name suggests, means a company which has only one person as a member and where legal and
financial liability is restricted to the company only and not to that person.
One Person Company of sole-proprietor and company form of business has been provided
with concessional /relaxed requirements under the Companies Act, 2013. With the
implementation of the Companies Act, 2013, a single national person can constitute a
Company, under the One Person Company (OPC) concept.
Single member company emerged and developed rapidly in recent years, for the reason of
their strong economic, political and legal theoretical basis. As a result, the author here, digs
into their emergence and development from a social and historical point of view. It is helpful
to encourage investment, develop economy and facilitate employment. Compared with
ordinary types of companies, Single Member Companies' legal characters lie in the singularity
of shareholder and the particularity of its corporate governance structure.1 Thus it increases the
possibility for the single shareholder to abuse the rights and damage the interests of companies’
creditors. In order to protect the company's creditors, it is necessary to regulate single member
company strictly and set up integrated creditors protection rules.
This paper is therefore an attempt to understand the concept opportunities and threats
related with one Person Company in India.

1 Journal of Politics and Law, para 1, Vol. 5, No. 3; 2012, www.ccsenet.org/jpl.

3
Origin of One Person Company
United Kingdom
UK Companies Act, 2006 deals with method of forming company.2 It provides that –
(1) a company is formed under this Act by one or more persons—
(a) subscribing their names to a memorandum of association3 and
(b) complying with the requirements of this Act as to registration.4
(2) A company may not be so formed for an unlawful purpose.
United States of America
In USA several States permit the formation of a single member Limited Liability Company
(LLC).
European Union
In December 1989 the Council adopted the Twelfth Company Law Directive in order to
introduce a single-member company throughout the Community.5 As the main task of the
Directive could be defined creating a legal instrument which allows the limitation of liability
of the individual entrepreneur in all the member states at the same way
The Government of India constituted an Expert Committee on Company Law on
December 2, 2004, under the Chairmanship of Dr. J. J. Irani to make recommendations on
various issues of Company Law. The Irani expert committee recommended the formation of
OPC for the very first time in 2005. The Committee expressed the view that the law should
recognize the potential for diversity in the forms of companies and rather than seeking to
regulate specific aspects of each form, seek to provide for principles that enable economic
inter-action for wealth creation on the basis of clear and widely accepted principles.6 Regarding
OPC, the suggestions of the committee were thus - “With increasing use of information
technology and computers, the emergence of the service sector, it is time that the
entrepreneurial capabilities of the people are given an outlet for participation in economic
activity. Such economic activity may take place through the creation of an economic person in
the form of a company. Yet it would not be reasonable to expect that every entrepreneur who
is capable of developing his ideas and participating in the market place should do it through an
association of persons. We feel that it is possible for individuals to operate in the economic

2 Section 7 of the UK Companies Act, 2006.


3 Section 8, UK Companies Act, 2006.
4 Sections 9 to 13, UK Companies Act, 2006.
5 Directive 2009/102/EC of the European Parliament and of the Council of 16 September 2009 in the area of
company law on single-member private limited liability companies (OJ L 258, 1.10.2009, pp. 20-25).
6 Irani committee report on company law, 2005.

4
domain and contribute effectively. To facilitate this, the committee recommends that the law
should recognize the formation of a single person economic entity in the form of ‘One Person
Company’. Such an entity may be provided with a simpler regime through exemptions so that
the single entrepreneur is not compelled to fritter away his time, energy and resources on
procedural matters”. Besides, the Companies Act 1956 had been prepared for meeting the needs
of the then requirements and the act had been passed through a series of amendments during
its 57 years long life.7 Time and its requirements are the major parameters for substantial revise
of an act to make it more contemporary. Under this backdrop, the Companies Bill regarding
formation and establishment of OPC was passed by the lower house of parliament, Lok Sabha,
in December of 2012 and sent to the President of India for final authorization. Finally, the
concept of OPC was introduced in the Companies Act, 2013 and the Ministry of Corporate
Affairs allowed to form OPC8 by notifying the Companies (Incorporation) Rules, 2014 under
the Companies Act, 2013 and provided-9
a) OPC may be registered as a private Company with one member and may also have at
least one director;
b) Adequate safeguards in case of death/disability of the sole person should be provided
through appointment of another individual as Nominee Director. On the demise of the
original director, the nominee director will manage the affairs of the company till the date
of transmission of shares to legal heirs of the demised member.
c) Letters ‘OPC’ to be suffixed with the name of One Person Companies to distinguish it
from other companies

7 Section 2(62) of the Companies Act 2013.


8See G.S.R. Notification No. 250 (E) dated 31st March 2014.
9 ONE PERSON COMPANY, Published by ICSI
https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014,
(Visited on August 10. 2019).

5
Nature and Scope of One Person Company
The concept of OPC is a legitimate way to incorporate a company with only one member.
There is no needed to have co-founder to start such business. An OPC is a hybrid structure
wherein it combines most of the benefits of a sole proprietorship business and a company form
of business. It has only one person as a member who will act in the capacity of a shareholder
as well as a director. Thus, it does away the hassles of finding the right kind of co-partner/s for
starting a business as a registered entity. The best part is a legal and financial liability is limited
to the company and not the member.10 As the name suggests, an OPC is a form of private
company with a separate legal entity which is formed with only one person as its member.
Since such company has only one member, the company enjoys certain privileges or
exemptions as compared to other companies. OPC is similar to the existing concept of sole-
proprietorship business with separate legal entity distinct from its proprietors and promoters.11
OPC can run and undertake its business like sole-proprietorship with the status of the company.
This new concept of business may encourage various small and medium-size enterprises doing
business as sole proprietors to organize their business into the corporate domain. As per law,
“One Person Company12 means a company which has only one person as a member.”
Features-13
An OPC bears the following features:
(a) An OPC has only one person as a member/share holder.
(b) Only “Naturally-Born" Indian and resident of India is eligible to incorporate an OPC.
(c) Joint-holder of share(s) would not constitute double membership and they can form an OPC.
(d) The words “One Person Company” must be mentioned in brackets below the name of the
company to distinguish it from other forms of companies.
(e) The Memorandum of OPC shall indicate the name of the nominee.
(f) The written consent of nominee shall be filed with the Registrar at the time of incorporation
of the OPC along with the Articles of Association.
(g) The nominee should be a natural person, an Indian citizen, and resident in India.
(h) The nominee may be changed at any time and intimated the same to the Registrar.
(i) It can be registered as a private company.

10 ONE PERSON COMPANY, Published by ICSI, available at


https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014.
(Visited on Aug 10, 2019).
11 Journal of Politics and Law, para 1, Vol. 5, No. 3; 2012, www.ccsenet.org/jpl.
12 Section 2(62) of the Companies Act 2013.
13 The Companies (Incorporation) Rules, 2014.

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(j) It may either be a company limited by share or by guarantee or an unlimited company.
(k) The paid up share capital is minimum Rs. 1 Lakh and maximum Rs. 50 Lakh.
(l) It must have a minimum of one director and maximum fifteen directors.
(m) If the Articles of Association do not contain the name of the first director, the sole
shareholder/member can be the sole director.
(n) Every OPC shall have to hold at least one meeting of the Board of Directors in each half of
a calendar year and the gap between the two meetings is not less than ninety days.
(o) All the businesses to be transacted at the meeting of the Board shall be entered in the
minute’s book.
(p) The financial statements of an OPC consist of Profit & Loss Statement, Balance Sheet and
Notes to Account.
(q) The Cash Flow Statement may not be included in the list of financial statements.
(r) The financial statements shall be signed by only one director.
(s) OPC shall file the copies of the financial statements to the Registrar of Companies (ROC)
within a period of 180 days from the closure of financial year.
(t) The annual return of an OPC shall be signed by the Company Secretary or by the director
of the company where there is no Company Secretary.
(u) Every contract should be informed to the ROC and should be recorded in the minutes of
the Board of Directors meeting.
Some of the disadvantages identified with OPCs are:14
 It is strictly prohibited to invite public for purchasing of shares.
 Shares of an OPC are not transferable.
 A person shall not be eligible to incorporate more than one OPC.
 A person shall not be eligible to become the nominee in more than one such company.
 Minor cannot become member or nominee of an OPC.
 The nominee can withdraw his consent at any time.
 The owner of OPC is the only supplier of the capital fund.
 An OPC cannot be incorporated or converted into a company under section 8 of the
Companies Act, 2013.
 An OPC cannot carry out Non-Banking Financial Investment activities including
investment in securities of any body-corporate.
 Foreign Companies are not allowed to incorporate their subsidiaries in India as OPCs.

14 (Rule 3 of Companies (Incorporation) Rules, 2014).

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 An OPC cannot be converted voluntarily into any kind of company unless two years
have expired from the date of incorporation.
 Threshold limits of capital and average annual turnover are Rs. 50 Lakh and Rs. 2 Crore
respectively.

Process of incorporation15
 Obtain Digital Signature Certificate [DSC] for the proposed Director(s)
 Obtain Director Identification Number [DIN] for the proposed director(s)
 Select suitable Company Name, and make an application to the Ministry of Corporate
Affairs for availability of name
 Draft Memorandum of Association and Articles of Association [MOA & AOA]
 Sign and file various documents including MOA & AOA with the
 Registrar of Companies electronically
 Payment of Requisite fee to Ministry of Corporate Affairs and also Stamp Duty
 Scrutiny of documents at Registrar of Companies [ROC]
 Receipt of Certificate of Registration/Incorporation from ROC

15 ONE PERSON COMPANY, Published by ICSI,


available at https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014.
(Visited on Aug 10, 2019).

8
OPC and sole proprietorship
OPC structure would be similar to that of a proprietorship concern without the ills
generally faced by the proprietors.16 One most important feature of OPC is that the risks
mitigated are limited to the extent of the value of shares held by such person in the company.
This would enable entrepreneurial minded persons to take the risks of doing business without
the botheration of litigations and liabilities getting attached to the personal assets. One Person
Company has a separate legal identity from its shareholders i.e., the company and the
shareholders are two different entities for all purposes.17 On the other hand proprietorship does
not have a separate legal identity from its members. The existence of a One Person Company
is not dependent upon its members and hence, it has a perpetual succession18 i.e., death of a
member does not affect the existence of the company and the Sole proprietorship is an entity
whose existence depends on the life of its members and death or any other contingency may
lead to the dissolution of such an entity. In OPC the business head is the decision maker, he is
not dependent on others for suggestions or implementation of suggestions etc., resulting in
quicker and easier decision making. He is the sole person who runs the business and hence, the
question of consensus or majority opinion etc., does not arise.
Thus, one of the fundamental differences between One Person Company and any other
company is that one person company is not an association of individuals. The One Person
company is not an association of individuals. In this only one person is enough to form a
company, who can act as a director, shareholder and various other positions in the company.19

16 ONE PERSON COMPANY, Published by ICSI,


Available at https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june2014.
(Visited on Aug 10, 2019).
17 Section 2(62) of the Companies Act, 2013.
18 ONE PERSON COMPANY, Published by ICSI,
available at https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014.
(Visited on Aug 10, 2019).
19 M. Bina Celine Dorathy, One Person Company (Opc) – The New Business Format For Small Retailers In
India, Management, Vol. 20, 2015, 1, pp. 173-181.

9
OPC and Company
There are many provisions of the Companies Act, 2013 that are not applicable for the One
Person Company.
The following provisions are not applicable of the Companies Act, 2013-20
a) Section 98 : Power of Tribunal to call for meetings of the members.
b) Section 100 : Calling for Extraordinary General Meeting
c) Section 101 : Notice of meeting
d) Section 102 : Statement to be annexed with the notice
e) Section 103 : Quorum for meetings
f) Section 104 : Chairman of meetings
g) Section 105 : Proxies
h) Section 106 : Restrictions on voting rights
i) Section 107 : Voting by show of hands
j) Section 108 : Voting through electronic means
k) Section 109 : Demand Poll
l) Section 110 : Postal Ballot
m) Section 11 : Circulation of members resolution
furthermore, there are other provisions making an OPC different from a company-
 The financial statement of One Person Company is not to include the Cash Flow
Statements.21
 Alternative to AGM, EGM and other general meetings– The Act provides that any
business which is required to be transacted at an AGM or any other general meeting of
the company by means of ordinary or special resolution, it shall be sufficient if, in case
of one person company, the resolution is communicated by the sole member to the
company and entered in the minutes book and signed and dated by the sole member.22
 Section 173 (Frequency of board meetings): A minimum of four board meetings of the
board of the directors in each year is required to be held in such a manner that not more
than 120 days shall intervene between two consecutive meetings of the board.
 In case of One Person Company, if there is only one director, there is no such
compulsion to conduct such board meetings so as to comply with section 173.

20 ONE PERSON COMPANY, Published by ICSI,


available at https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014.
(Visited on Aug 10, 2019).
21 Ibid.
22 Section 122, the Companies Act, 2013.

10
 The annual return of a One Person Company shall be signed by the company secretary,
or where there is no company secretary, by the director of the company.
 The provisions of Section 98 and Sections 100 to 111 (both inclusive), relating to
holding of general meetings, shall not apply to a One Person Company.
 A One Person Company needs to have minimum of one director. It can have directors
up to a maximum of 15 which can also be increased by passing a special resolution as
in case of any other company.

11
Conversion of an OPC
Conversion of OPC into Public or Private Company and Vice-Versa .One Person Company
to convert itself into a public company or a private company in certain cases-23
(1) Where the paid up share capital of an One Person Company exceeds fifty lakh rupees or its
average annual turnover during the relevant period exceeds two crore rupees, it shall cease to
be entitled to continue as a One Person Company.
(2) Such One Person Company shall be required to convert itself, within six months of the date
on which its paid up share capital is increased beyond fifty lakh rupees or the last day of the
relevant period during which its average annual turnover exceeds two crore rupees as the case
may be, into either a private company with minimum of two members and two directors or a
public company with at least seven members and three directors in accordance with the
provisions of the Act.24
(3) The One Person Company shall alter its memorandum and articles by passing a resolution to
give effect to the conversion and to make necessary changes incidental thereto.25
(4) The One Person Company shall within a period of sixty days from the date of enhancement of
above ceiling limit, give a notice to the Registrar in Form No.INC.5 informing that it has ceased
to be a One Person Company and that it is now required to convert itself into a private company
or a public company by virtue of its paid up share capital or average annual turnover, having
exceeded the threshold limit. It may be noted that "relevant period" means the period of
immediately preceding three consecutive financial years;26
(5) If One Person Company or any officer of the One Person Company contravenes the provisions
of these rules, One Person Company or any officer of the One Person Company shall be
punishable with fine which may extend to ten thousand rupees and with a further fine which
may extend to one thousand rupees for every day after the first during which such contravention
continues.
(6) A One Person company can get itself converted into a Private or Public company after
increasing the minimum number of members and directors to two or minimum of seven
members and two or three directors as the case may be, and by maintaining the minimum paid-

23 ONE PERSON COMPANY, Published by ICSI,


available at https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014.
(Visited on Aug 10, 2019).
24 Section 18, the Companies Act, 2013.
25 Section 122(3) of the Companies Act, 2013.
26 ONE PERSON COMPANY, Published by ICSI,
available at https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014.
(Visited on Aug 10, 2019).

12
up capital as per requirements of the Act for such class of company and by making due
compliance27 for conversion.28

Challenges and lacunas in the OPC mechanism


 Requirement to appoint a nominee for incorporating a One Person Company- The very
purpose of an OPC is so that an individual by him/herself can start a business with
limited liability without the need of having a partner. Though the provision of
appointing a nominee was introduced with the objective of perpetual succession, this
creates a lot of procedural hassle for selecting a suitable nominee, obtaining his consent
etc. Further, the nominee also has a choice to withdraw their consent to their
nominations thus creating even more complications in the form of requiring the founder
to nominate another person within fifteen days from such withdrawal, intimating it to
the company, amending the memorandum of the company and further communicating
such fact to the registrar of the company.
Even in One Person Company, it is a fundamental necessity to nominate another
individual. The nominated person is the one who becomes the sole owner of the
company in case the first person dies. Critics argue that this provision acts contrary to
the very idea of One Person Company as two individuals become necessary for OPC
too. They argue that simply a private company can be established with the help of two
individuals and thus the lengthy procedure and restrictions of OPC will not attract any
individual.29
 Private Companies are allowed to be established by NRIs through foreign direct
investment. However, the establishment of a One Person Company by foreign
companies and multinational companies is disallowed30 and made illegal. This
provision clearly discourages the establishment of One Person Companies in India.
 Moreover, to change the legal personality, that is to transform a One Person Company
to Private or Public Limited Company, the following conditions need to be met:
1. “The OPC must have been in existence for a minimum of two years; or

27 Section 18 of the Companies Act, 2013.


28 ONE PERSON COMPANY, Published by ICSI,
available at https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014.
(Visited on Aug 10, 2019).
29 The Companies Act, 2013, Gazette of India, sec. 3 (Aug. 30, 2013).
30 Rule 3 of Companies (Incorporation) Rules, 2014.

13
2. It must have a paid-up share capital which has increased beyond Rs. 50,00,000/-
(rupees fifty lakh); or
3. Its average turnover must have exceeded Rs. 2,00,00,000/.”31
This makes it tougher to first establish a One Person Company and then choose to
transform it. This is also one of the fundamental issues in one person company’s legal
personality and such provision shall only act contrary to the intention of the legislature
to popularize this mode of formation of a new company.
 In addition to the above mentioned exemptions, restrictions and compliances OPC has
some operational restrictions. OPC cannot be incorporated as section 8 company.
Section 8 companies are the companies formed with charitable or other prescribed
purposes.
 The Income Tax Act, 1961 should tax One Person Company differently from the way
it is being done now, which is taxed as a private company. ie. OPC is subjected to a flat
rate of taxation i.e. 30.9 percent. There is no benefit of slab rate which can be availed
by an individual having sole proprietorship business. The concept of deemed dividend
and dividend distribution tax are also applicable to OPC which may add to the tax
liability. The profits distributed by OPC to its sole member shall be liable to dividend
distribution tax at rate of 16.995 percent. This tax shall be in addition to 30.9 percent
paid by the OPC on income it has earned. This makes it difficult for OPC as it has to
comply with the rates of corporate tax as well as dividend distribution tax. A differential
taxation method would help in encouraging more people to adopt this mode of
entrepreneurship and leave the idea of sole proprietorship.

31 As per the provisions provided in section 18 of the Companies Act, 2013, along with section 122 of the Act.

14
Analysis
The expectation that the bankers will provide funds easily to OPCs seems unrealistic. At
present, bankers do insist on collateral and other securities for extending credit facilities to
small individual business entrepreneurs.32 Since the OPC now allows the same individual
proprietors to claim limited liability, the risk avenue is more to the bankers.
The concept of OPC is still in its nascent stages in India and would require some more
time to mature and to be fully accepted by the business world. With passage of time, the OPC
mode of business organisation is all set to become the most preferred form of business
organization specially for small entrepreneurs. The benefits emanating from this concept are
many, to name a few –
• Minimal paper work and compliances
• Ability to form a separate legal entity with just one member
• Provision for conversion to other types of legal entities by induction of more members
and amendment in the Memorandum of Association.
The One Person Company concept holds a bright future for small traders, entrepreneurs
with low risk taking capacity, artisans and other service providers.33
However, it does have limitations such as promoter participation, mandatory conversion
to the private limited company, etc. According to the experts, management of OPCs will create
problems as the single person will be responsible for all the compliance and management. This
concept has also been criticized on grounds of excessive incorporation formalities and tax
burdens.
However, OPC does have an edge over Limited Liability Partnership Act, 2008 as they
not only limit the liability of the owner but extends various immunities and access to various
credit and loan facilities. OPC will be a step ahead in transformation of the unorganized sector
into an organized version of private limited company thus helping in the regulation of the
unorganized sector of trade

32 ONE PERSON COMPANY, Published by ICSI,


available at https://www.icsi.edu/Docs/Webmodules/ONE%20PERSON%20COMPANY.pdf;june 2014.
(Visited on Aug 10, 2019).
33 Ibid.

15
Conclusion
The concept of One Person Company is advantageous both for the regulators and the
market players. The conferment of the status of private limited company on a One Person
company will not only limit the liability of sole entrepreneurs but also provide access to market
players to various credit and loan facilities and hence would encourage entrepreneurship.
However, this concept has been criticized on grounds of excessive procedural formalities and
tax burden. Further, this concept is also being regarded as unnecessary as India already has a
Limited Liability Partnership Act, 2008, which limits the liabilities of the members of a
partnership.
Freedom should always be regulated and hence the procedural requirements in
incorporation and operation of a One Person Company are merely to check the abuse of liberty
and immunity given to single person business entities. Hence, this concept, if implemented
properly, will act as a big incentive for small entrepreneurs and thereby will boost the economic
growth of the country.

16
Statutes referred

 The Companies Act 2013.


 Companies (incorporation) Rules 2014.

Reports

 Report of the “Expert Committee on Company Law” available at:


http://www.primedirectors.com/pdf/JJ Irani Report-MCA.pdf
 Company Secretary (CS) Module (2014), One Person Company, The institute of
Company Secretaries of India, available at:
https://www.icsi.edu/Docs/Webmodules/ONE PERSON COMPANY.pdf
 Irani committee report on company law, 2005. (May. 31, 2005).

Bibliography
 Swati Shankar and Shubham Gautam, Indian Law Journal, Vol. 7, issue 1.
 Journal of Politics and Law, para 1, Vol. 5, No. 3; 2012, www.ccsenet.org/jpl.
 Namrata Gupta, One Person Company, International Journal of Legal Insight, Vol 1,
Issue 3.
 M. Bina Celine Dorathy, One Person Company (Opc) – The New Business Format For
Small Retailers In India, Management, Vol. 20, 2015,

Articles referred
 http://www.caclubindia.com/articles/one-person-company-a-new-business-ownership
concept-20452.asp

17

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