Goodwill Electronics OPC incorporated on 1st July, 2015 as a One Person Company with an authorized and paid up share capital of rupees forty lakhs recorded turnover of rupees forty five lakhs in the first nine months end

In the given case, Mr. Victor cannot issue shares to his friends without changing the constitution of the Company. Goodwill Electronics is an OPC and Mr. Victor is the sole member and director of the said OPC. As per provisions of Companies Act, 2013 OPC can't have more than one shareholder. To accept share capital from his friends he has to convert the OPC either into a Private company or Public Company. As per Rule 3(7) of Companies (Incorporation) Rules, 2014, an OPC cannot convert voluntarily into any kind of company unless two years are expired from the date of incorporation. However, in case such One Person Company, exceeds its paid up share capital beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees, then in such case it have to get converted to other forms of Company at any time i.e. before the expiry of the two years also.