Difference Between Partnership and OPC

Publishing Date: 21 Nov, 2024


Introduction 

Partnership and One Person Company both are the different popular business structures and it is important to choose the right business structure. This decision has long-term implications, affecting everything from operational flexibility to compliance requirements and liability exposure. Two popular structures that often come into consideration are Partnership and One Person Company (OPC). Both have distinct advantages and limitations, making it essential to evaluate which option aligns best with your business vision and needs.In this blog, we will discuss the detailed difference between Partnership and OPC. 

What is a Partnership? 

A Partnership is a business structure in which individuals have agreed to share the profit, losses and responsibilities of a business carried on by all or some of them acting for all as mentioned in section 4 of the Indian Partnership Act. One can run a business in partnership even without Partnership Registration, but it is recommended to do registration to avoid crises in future.

What is One Person Company?

An OPC or One Person Company Registration is regulated under the Companies Act, 2013. It is a single owner company, incorporated with a Private Limited structure. It does not allow the sharing of ownership between multiple individuals or corporate entities. When compared to other sole owner structures like a Proprietorship firm, an OPC offers limited or restricted liability to its shareholder. 

Difference Between Partnership and One Person Company 

Following is the detailed table of difference between Partnership and One Person Company: 

Basis

Partnership 

One Person Company 

Governing Act

Partnership is governed by Indian Partnership Act, 1932

One Person Company is governed by Companies Act, 2013

Number of Members

Minimum 2 partners are required and it can go up to 50 members maximum

Only One single member is allowed

Liability 

Partnership have unlimited liability as they are personally responsible for debts

Limited to the extent of the share capital invested 

Legal Status 

Partnership is not a separate entity and partners & firm are considered as the same

OPC is a separate legal entity 

Perpetual Succession

Partnership can be continued by the partners even after the death or withdrawal of a partner 

OPC can be continued and unaffected by the death or exit of a partner. However, it does not depend on any agreement like a partnership firm. 

Registration

Partnership registration is not mandatory but it is advised to register to avoid any further issue. 

In order to run an OPC, its registration is mandatory. 

Taxation 

Partnership is taxed as a company and relatively have simpler taxation

OPC includes higher tax rate as compared to individual 

Compliance Requirements

Comparatively lower, with fewer statutory compliances

OPC include more compliances including annual filings and audits compared to partnership 

Decision Making 

Partners make the decision jointly 

Single Member is the sole decision maker 

Profit Distribution

Profit is distributed among the partners as per partnership agreement 

OPC does not share any profit. All profit or loss belongs to the single owner. 

Conclusion 

Choosing between a Partnership and a One Person Company (OPC) ultimately comes down to your business goals, risk tolerance, and future growth plans. While Partnerships offer greater flexibility and are often more suited for businesses with multiple founders, they come with shared liabilities. Both structures have their own advantages and uniqueness, you can choose the business structure which suits you best depending on your objectives. 

Frequently Asked Questions (FAQs)

1) What is the difference between Partnership and OPC on the basis of legal status?

The major difference is OPC is a separate legal entity while in partnership, partners are not considered separated from the firm.

2) How profit is distributed among partners in Partnership? 

The Profit is distributed among partners depending on their profit sharing ratio as per the Partnership Agreement. 

3) What is the Turnover limit of OPC? 

The turnover limit of OPC is ₹2 crore, and if the limit is exceeded then it must be converted into a public or private limited company.

4) What happens to business if the partner leaves in a Partnership?

If a partner leaves a partnership, the organization can be continued with another partner or it may dissolve depending on the Partnership Agreement. 

About the Author

CA Nayani Agarwal linkedin

All India Rank - 24

Nayani Agarwal is a Chartered Accounting who scored All India rank - 24 & 22 in CA final and CA intermediate respectively. She also scored an India rank - 21 in the Company Secretary foundation. She has overall 10 plus experience in banking and financial services. Her areas of expertise is startup consultancy, ESOP, Income Tax, GST, corporate Compliances & import expeort consultancy.