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One Person Company (OPC) Registration

A One Person Company (OPC) lets a single entrepreneur run a company with limited liability and full ownership control. Introduced under Section 2(62) of the Companies Act, 2013, an OPC is a separate legal entity formed by one member, with one nominee who steps in if the member dies or becomes incapacitated. It combines the simplicity of a sole proprietorship with the credibility and asset protection of a company, and since the 2021 amendments an OPC can grow without any forced conversion. It is ideal for solo founders, consultants, and freelancers who want to formalise their business without a partner.

One Person Company: A Detailed Guide

A One Person Company is a private company that has only one member (shareholder), who can also be its sole director. As a body corporate it has a legal identity separate from its owner, can own assets, take on debt, and sue or be sued in its own name, and its existence is protected through the mandatory nominee mechanism rather than dissolving on the member’s death. The member’s liability is limited to the unpaid amount on their shares, so personal assets are protected. The words ‘(OPC) Private Limited’ are added to the company name. Every OPC is incorporated electronically through the MCA’s integrated SPICe+ form, the same route used by other companies.

Advantages of a One Person Company

An OPC gives a solo founder real corporate advantages:

  • Limited Liability: The owner’s personal assets are protected; liability is limited to the capital in the business.
  • Separate Legal Entity: The OPC has its own identity, CIN, PAN, and TAN, giving it credibility with banks and clients.
  • Full Control: A single member who is also the sole director takes all decisions without partners or a board.
  • Perpetual Succession: The nominee ensures the business continues if the member dies or becomes incapacitated.
  • Reduced Compliance: No Annual General Meeting is required, board-meeting norms are relaxed, and the simplified MGT-7A return applies.
  • Room to Grow: Since the 2021 amendments there is no forced conversion on crossing capital or turnover limits, and the OPC can voluntarily convert to a Private Limited Company at any time.

Disadvantages of a One Person Company

An OPC also has some limitations to weigh:

  • Single Member Only: Only one member is allowed at a time, so equity cannot be shared with co-founders without converting.
  • Cannot Raise Equity Funding: An OPC is not suited to venture capital or angel investment, which need multiple shareholders.
  • One OPC Per Person: A person can incorporate only one OPC and be the nominee of only one OPC.
  • Indian Citizens Only: Only a natural person who is an Indian citizen can form an OPC; foreign nationals are not eligible.
  • Mandatory Compliance: Unlike a proprietorship, an OPC must file annual returns, maintain statutory records, and have its accounts audited.
  • No NBFC Activity: An OPC cannot carry on Non-Banking Financial Investment activities or invest in securities of other bodies corporate.

Minimum Requirements for Incorporation

To incorporate an OPC, the following are required:

  • One Member: A single natural person who is an Indian citizen.
  • One Nominee: A natural person (Indian citizen) named as nominee, who consents in Form INC-3.
  • At Least One Director: The member can also be the sole director; a maximum of 15 directors is allowed.
  • Resident Status: The member must have stayed in India for at least 120 days in the preceding financial year (reduced from 182 days by the 2021 amendment, which also allows eligible NRIs).
  • DSC and DIN: A Digital Signature Certificate for the director; DIN is allotted within SPICe+.
  • Registered Office: A valid address in India with supporting proof.
  • No Minimum Capital: There is no minimum paid-up capital requirement.

Eligibility Criteria

Eligibility for forming an OPC is specific:

  • Only a natural person who is an Indian citizen can be the member and the nominee.
  • Following the 2021 amendment, Indian citizens who are non-resident (NRIs) are also eligible, subject to the 120-day residency test.
  • The person must be at least 18 years of age and competent to contract; a minor cannot be a member or nominee.
  • A person can incorporate only one OPC and act as nominee in only one OPC at any time.
  • An OPC cannot carry out Non-Banking Financial Investment activities.

Governing Law and the SPICe+ Process

An OPC is governed by the Companies Act, 2013 (Section 2(62) and the Companies (Incorporation) Rules) and administered by the Ministry of Corporate Affairs (MCA). Incorporation is done on the MCA V3 portal through the integrated SPICe+ form. Part A reserves a unique name ending with ‘(OPC) Private Limited’, and Part B covers incorporation, DIN allotment, PAN, TAN, and mandatory registrations through the linked AGILE-PRO-S form. The electronic Memorandum (e-MOA, INC-33) and Articles (e-AOA, INC-34) are filed along with the nominee’s consent in Form INC-3 and the declaration in INC-9. On approval, the Registrar issues the Certificate of Incorporation with the CIN, and PAN and TAN are allotted automatically.

Documents Required

For the Member, Director, and Nominee:

  • PAN card and Aadhaar card.
  • Identity proof (Voter ID, Passport, or Driving Licence) and address proof not older than two months.
  • Passport-size photograph, email ID, and mobile number.
  • Nominee’s consent in Form INC-3 with the nominee’s PAN and Aadhaar.

For the Registered Office:

  • Latest electricity or utility bill (not older than two months).
  • No Objection Certificate (NOC) from the owner of the premises.
  • Rent or lease agreement, if the premises are rented.

One Person Company Registration Process

OPC incorporation is fully online and follows a clear sequence:

  1. Obtain a Digital Signature Certificate (DSC) for the proposed director.
  2. Reserve the company name through SPICe+ Part A, ending with ‘(OPC) Private Limited’.
  3. Obtain the nominee’s consent in Form INC-3 with the nominee’s identity and address proof.
  4. Draft the e-MOA and e-AOA setting out the company’s objects and internal rules.
  5. File SPICe+ Part B with capital, the director, registered office, and NIC code, together with AGILE-PRO-S and INC-9; DIN is applied for within the same form.
  6. Pay the government fees and stamp duty and submit the application.
  7. ROC verification and approval, after which the Certificate of Incorporation is issued with CIN, PAN, and TAN.
  8. Open the company bank account and file INC-20A within 180 days.

Register your One Person Company with Samkhya

Registering your One Person Company with Samkhya Corporate Services is simple. Just follow these easy steps:

  • Tell us about your business: Share the proposed name, your details, and the nominee’s details.
  • Confirm the structure: We help you finalise the capital, objects, and nominee consent.
  • Fill the form: Complete our online form and upload your documents.

From there, our team handles name reservation, drafting of the MOA and AOA, and the complete SPICe+ filing up to the Certificate of Incorporation.

Post-Incorporation Compliances

After incorporation, an OPC must meet a moderate, well-defined compliance cycle:

  • Commencement of Business: File Form INC-20A within 180 days of incorporation.
  • First Auditor: Appoint the first statutory auditor within 30 days and file ADT-1; an audit is mandatory regardless of turnover.
  • Financial Statements (AOC-4): Filed with the Registrar within 180 days of the close of the financial year.
  • Annual Return (MGT-7A): The simplified annual return for OPCs and small companies, filed within 60 days of the date by which the AGM would have been held.
  • No AGM Required: An OPC is exempt from holding an Annual General Meeting; the sole member records resolutions in the minutes book.
  • KYC and Income Tax: DIR-3 KYC by 30 September each year and the income tax return (ITR-6), with a tax audit where applicable.
  • Nominee Updates: Any change of nominee must be intimated in Form INC-4 within 30 days, as the OPC cannot exist without a valid nominee.

Tax Implications

An OPC is taxed as a domestic company, not at individual slab rates. Under the concessional regime in Section 115BAA it can opt for a 22% rate (an effective rate of about 25.17% with surcharge and a 4% cess), provided it forgoes specified deductions; a new manufacturing OPC may opt for 15% under Section 115BAB. Otherwise the rate is 25% where turnover is within the prescribed limit, or 30%. There is no dividend distribution tax, though dividends are taxable in the member’s hands. Following MCA’s notification dated 1 December 2025, the ‘small company’ thresholds were raised further, so an OPC retains simplified compliance benefits at higher capital and turnover levels. A DPIIT-recognised OPC can also claim the start-up tax holiday under Section 80-IAC if eligible.

Business Structure Comparison Table

Feature OPC Sole Proprietorship Private Limited LLP
Governing Law Companies Act, 2013. No specific statute. Companies Act, 2013. LLP Act, 2008.
Separate Legal Entity Yes. No. Yes. Yes.
Liability Limited to shares. Unlimited. Limited to shares. Limited to contribution.
Owners 1 member, 1 nominee. 1 proprietor. 2 to 200 members. 2 to unlimited partners.
Minimum Capital None. None. None. None.
Compliance Level Moderate. Minimal. High. Moderate.
Raising Capital Limited; no equity issue. Owner funds only. Equity, VC, angel, FDI. Partner contribution.
Ideal For Solo founders wanting a company. Very small businesses. Startups seeking funding. Professional and service firms.

Frequently Asked Questions

Can a single person really own a company?

Yes. A One Person Company under Section 2(62) of the Companies Act, 2013 is formed by a single member, who can also be the sole director, with one nominee for succession.

Who can be a member of an OPC?

Only a natural person who is an Indian citizen, including eligible NRIs, who has stayed in India for at least 120 days in the preceding financial year. Foreign nationals cannot form an OPC.

Is a nominee mandatory?

Yes. Every OPC must appoint a nominee in Form INC-3 who becomes the member if the original member dies or becomes incapacitated. The OPC cannot exist without a valid nominee.

Does an OPC have to convert to a Private Limited Company?

No. Since the 2021 amendments, the earlier compulsory conversion on crossing Rs. 50 lakh capital or Rs. 2 crore turnover has been removed. Conversion is now voluntary and can be done at any time.

How long does OPC registration take?

Typically about 7 to 12 working days once documents are in order, subject to name approval and ROC processing.

Is an audit mandatory for an OPC?

Yes. Every OPC must appoint a statutory auditor and have its accounts audited each year, regardless of turnover.