Companies Act, 2013 · Section 2(62) · MCA
One Person Company (OPC) Registration in India
From ₹5,999 + GSTBasicSee fees
A One Person Company (OPC) is a hybrid structure that gives a solo entrepreneur the limited liability protection of a company with the simplicity of single-person ownership. Introduced by the Companies Act, 2013, an OPC is ideal for solo founders who want corporate credibility without needing co-founders. We handle SPICe+ filing, nominee director setup, DIN, DSC, MOA/AOA, PAN, TAN, and post-registration compliance. Most complete in 7-15 working days.
- Incorporation
- 7-15 days
- Single Member
- 1 person
- Mandatory Nominee
- 1 nominee
- Our Fee
- From ₹5,999 + GST
- Nominee director setup included
- Filed through MCA's SPICe+ process
- Convert to Pvt Ltd when you grow
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Key facts
The key facts, in one place
Everything a founder usually has to piece together from five different pages, in one place.
- Governing law
- Companies Act, 2013 (Section 2(62))
- Authority
- Ministry of Corporate Affairs (MCA)
- Min. member
- 1
- Max. member
- 1 (but can convert to Pvt Ltd)
- Nominee director
- Mandatory (must be Indian resident)
- Liability
- Limited to share capital
- Incorporation time
- 7-15 working days
- Government fee
- From ₹1,000
- Our fee from
- ₹5,999
- Government fees and stamp duty extra
What is a One Person Company (OPC)?
A One Person Company (OPC) is a unique business structure introduced by the Companies Act, 2013 that allows a single individual to form a company with limited liability. It combines the benefits of a sole proprietorship (single-person control, minimal compliance) with the advantages of a company (separate legal entity, limited liability, perpetual succession).
The defining feature of an OPC is the mandatory nominee director. When the sole member incorporates the OPC, they must nominate another person (who becomes the nominee director) to take over the company if the sole member becomes incapacitated or dies. The nominee must be an Indian resident and must give written consent before being appointed.
OPCs are designed for solo entrepreneurs, freelancers, consultants, and small business owners who want the credibility and liability protection of a company without the complexity of finding co-founders. They can later convert to a Private Limited Company once they bring in additional members. The mandatory turnover threshold for compulsory conversion is ₹2 crore (as notified by the Central Government).
An OPC enjoys simpler compliance compared to a Private Limited Company - it is exempt from certain provisions like mandatory board meetings (only one meeting every half year), and does not need to hold an AGM. This makes it an attractive stepping stone between proprietorship and a full Pvt Ltd company.
OPC vs Private Limited Company vs Proprietorship
If you are a solo founder, here is how the three single-person structures compare on the dimensions that matter.
Sole Proprietorship
Not a separate entity
One Person Company (OPC)
Separate legal entity
| Aspect | Sole Proprietorship | One Person Company (OPC) |
|---|---|---|
| Legal status | Drawback: Not a separate entity | Advantage: Separate legal entity |
| Liability | Drawback: Unlimited - personal assets at risk | Advantage: Limited to share capital |
| Registration | Drawback: Optional (MSME/GST only) | Advantage: Mandatory (MCA filing) |
| Credibility | Drawback: Lower (no MCA registration) | Advantage: High (MCA-registered company) |
| Compliance | Advantage: Minimal (income tax only) | Drawback: Moderate (annual return, accounts) |
| Tax rate | Individual slab (up to 30%) | 25% (small company rate) |
| Fundraising | Cannot raise equity | Cannot issue equity initially; converts to Pvt Ltd for funding |
| Best for | Small traders, freelancers | Solo founders wanting corporate structure |
Bizeneed visual guide
One Person Company (OPC) Registration in India
Register a One Person Company (OPC) under the Companies Act 2013. Single-member company with limited liability, nominee director, SPICe+ filing, DIN, DSC, PAN/TAN. Solo founders get corporate structure. From ₹5,999.
- 1Understand requirement
- 2Prepare documents
- 3Complete filing
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Eligibility
Who should register an OPC?
OPC is designed for a very specific profile - solo entrepreneurs who want limited liability and corporate credibility without needing co-founders. Here is who it suits best.
- Solo entrepreneur wanting limited liability protection (personal assets shielded from business debts)
- Startup founders testing an idea before bringing in co-founders or investors
- Freelancers and consultants wanting corporate credibility for B2B contracts
- Individual business owners ready to graduate from proprietorship but not yet ready for a full Pvt Ltd
- Solo founders who plan to convert to Pvt Ltd once they bring in partners or raise funding
- Professionals (architects, engineers, consultants) wanting a corporate structure without managing partners
By entity type
| Entity | Governed by | Eligible |
|---|---|---|
| One Person Company (OPC) | Companies Act, 2013 / MCA | Yes |
| Private Limited Company | Companies Act, 2013 / MCA | Yes |
| Limited Liability Partnership (LLP) | LLP Act, 2008 / MCA | No |
| Sole Proprietorship | Not incorporated | Yes |
| Partnership Firm | Partnership Act, 1932 | No |
Common sectors using OPC structure
Professional services
- Independent consultants
- Freelance designers
- Solo CA/CS practices
- Architecture practices
E-commerce & D2C
- Solo D2C brand founders
- Dropshipping businesses
- Online coaching/edtech
- Content creators
Technology
- Solo SaaS founders
- Mobile app developers
- IT consultants
- Digital marketing specialists
Trading & services
- Solo trading businesses
- Event planners
- Fitness trainers
- Interior designers
What does not qualify
- OPC cannot carry out non-banking financial investment activities (NBFC)
- OPC cannot issue equity shares or invite public subscription
- Minors cannot be members or nominees of an OPC
- Compulsory conversion to Pvt Ltd if turnover exceeds ₹2 crore or paid-up capital exceeds ₹50 lakh
Is OPC the right structure for you?
Answer three questions and we will confirm whether OPC is the best starting structure for your business.
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Documents
Documents required for OPC registration
11 required
Email me the checklistCommon to every entity
- PAN Card of the sole memberRequired
- Aadhaar Card of the sole memberRequired
- PAN Card of the nominee directorRequired
- Aadhaar Card of the nominee directorRequired
- Passport size photos of member and nomineeRequired
- Registered office address proof (electricity bill / gas bill)Required
- NOC from property owner (if the office is rented)Required
- Rent agreement (if the office is rented)Required
- Consent of nominee (INC-3 form) with nominee's AadhaarRequired
- Proposed company name (2-3 alternatives)Required
- Digital Signature Certificate (Class 3) for the memberRequired
Entity-specific
| Entity | Additional documents |
|---|---|
| Resident Indian sole member | PAN, Aadhaar, address proof, passport-size photo, proposed company name, nominee consent (INC-3), NOC from landlord |
| NRI sole member | Passport (notarised/apostilled), address proof, passport-size photo, nominee consent, KYC from home country, NOC from landlord |
| OPC with corporate body as nominee | Above + PAN of corporate nominee, board resolution authorising nomination |
Get the OPC document checklist as a PDF
A one-page checklist customised for One Person Company registration.
Process
How OPC registration works
OPC registration follows the same SPICe+ process as a Private Limited Company, with the additional step of nominating a director.
Nominee consent (INC-3 form)
The sole member must obtain written consent from the nominee director using Form INC-3. The nominee must be an Indian resident (stayed 182+ days in the previous financial year) and must agree to take over the company if the sole member becomes incapacitated or dies. The nominee's Aadhaar and PAN are required.
Member + nominee
Name reservation (SPICe+ Part A)
We check name availability on the MCA portal and file SPICe+ Part A with up to 2 name choices. The name must end with 'OPC Private Limited' (e.g., 'XYZ OPC Private Limited'). MCA typically approves within 1-3 days if the name complies with naming guidelines.
Our team
DIN & DSC application
The sole member needs a DIN and DSC. We apply for both - DIN through SPICe+ (for residents) or Form DIR-3 (for NRIs), and DSC through a certifying authority. Processing takes 2-3 working days.
Our team
MOA & AOA drafting
We draft the MOA with the main objects clause and AOA tailored for a single-member company, including provisions for the nominee director. Both documents comply with Schedule I and Schedule II of the Companies Act, 2013.
Professional + member
SPICe+ form submission
We submit the SPICe+ form (INC-32) with MOA, AOA, address proof, identity proof, nominee consent (INC-3), and the nominee's details. MCA typically processes within 3-5 working days.
Our team
Incorporation certificate
MCA issues the Certificate of Incorporation with CIN (ending in 'OPC Private Limited'), PAN, and TAN. The OPC is now a registered company. The nominee director is automatically activated if the sole member becomes incapacitated.
MCA
You can file the SPICe+ form yourself, but the nominee consent (INC-3) is a step unique to OPC that many applicants overlook. The nominee must be an Indian resident - this rules out many solo founders with NRI family members as nominees. We ensure the nominee eligibility check is done before filing.
Timeline
OPC registration timeline
Most registrations complete within 7-15 working days from receiving complete documents.
| Stage | Duration |
|---|---|
| Nominee consent (INC-3) | 1-2 days |
| Name approval | 1-3 days |
| DIN & DSC application | 2-3 days |
| MOA & AOA drafting | 2-3 days |
| SPICe+ form submission | 1-2 days |
| MCA processing and certificate | 3-5 days |
Total: 7-15 working days. The nominee consent step is unique to OPC and adds 1-2 days compared to a regular Pvt Ltd.
Pricing
OPC registration - what it costs
Government fees are similar to Pvt Ltd. Our fee covers the additional nominee setup, SPICe+ filing, and compliance support. Government fees and stamp duty are extra.
Basic
OPC incorporation with nominee setup
₹5,999 + GST
- Nominee consent (INC-3)
- Name approval
- DIN + DSC
- MOA & AOA drafting
- SPICe+ filing
- CIN + PAN + TAN
- Email support
Most popular
Standard
OPC + compliance setup
Fee on request
- Everything in Basic
- GST registration included
- Bank account opening assistance
- Initial statutory registers
- 1 year compliance support
Premium
OPC with full business package
₹9,499 + GST
- Everything in Standard
- Trademark registration
- Priority support (1 year)
- Priority processing
- OPC to Pvt Ltd conversion assistance
Full fee breakdown
| Particulars | Government fee | Professional fee |
|---|---|---|
| SPICe+ form (INC-32) | ₹1,000-2,000 | Included |
| DIN application | ₹500 | Included |
| DSC (Class 3, 2 years) | ₹1,000-2,000 | Included |
| Stamp duty (state-dependent) | ₹100-1,000 | Included |
| Professional fee - Basic plan | Nil | ₹5,999 + GST |
| Professional fee - Standard plan | Nil | Fee on request |
| Professional fee - Premium plan | Nil | ₹9,499 + GST |
Prices exclude GST. GST at the applicable rate is added to your invoice.
Not included in any tier:
- State-specific stamp duty (varies by state)
- DSC for additional directors beyond the package limit
- Notarisation charges for any affidavits
Which OPC registration plan do you need?
Answer a couple of quick questions and get a plan recommendation.
Benefits
Why register an OPC instead of Proprietorship?
Limited liability
- Personal assets of the member are protected - liability limited to share capital(Companies Act, 2013, Section 3(1)(c))
- Separate legal entity - the OPC can own property, sue, and be sued independently of the member
- No joint liability with anyone - sole member is not responsible for any partner's acts
Corporate credibility
- MCA-registered company status - preferred by clients, vendors, and government tenders over proprietorship
- Separate legal identity enhances credibility in B2B relationships
- Easier to obtain bank loans and credit facilities
Control & simplicity
- Complete control - the sole member makes all decisions without needing co-founder approval
- Lighter compliance than Pvt Ltd - no mandatory AGM, only one board meeting per half-year
- Easy to convert to Pvt Ltd when you bring in co-founders or raise funding
Tax & financial
- Taxed at the small company rate of 25% (if turnover ≤ ₹2 crore) - lower than individual slab rates for higher incomes
- No dividend distribution tax - profits distributed to the sole member face no DDT
- Can claim various business deductions under the Income Tax Act
OPC to Pvt Ltd conversion: the natural growth path
- Compulsory conversion triggers are set by the Central Government. An OPC must compulsorily convert to a Private Limited Company if its paid-up capital exceeds ₹50 lakh or its average annual turnover during the relevant period exceeds ₹2 crore. This is a mandatory requirement under the Companies Act, 2013 (Rule 3(1) of the OPC Rules). Voluntary conversion is also possible after 2 years from incorporation.
- The nominee director's role is protective, not operational. The nominee director holds shares only in a nominee capacity and does not participate in management during the sole member's lifetime. They step in only upon the member's death, incapacity, or insolvency. The nominee cannot vote contrary to the sole member's wishes during normal operations. This makes the nominee purely a succession-planning mechanism.
- OPC is not for NBFC or investment activities. An OPC cannot carry on non-banking financial investment activities (including investment in securities of other corporates). It also cannot be incorporated as a charitable or Section 8 company. This restriction ensures OPCs remain small, owner-operated businesses and do not morph into financial vehicles.
Common failure points
Common mistakes during OPC registration
Choosing a nominee who is not an Indian resident
The nominee director must be an Indian resident (stayed 182+ days in India in the previous financial year). This is mandatory under the Companies Act. We verify nominee eligibility before filing.
Not naming the company with 'OPC Private Limited' suffix
The company name must end with 'OPC Private Limited' (e.g., 'Raj Technologies OPC Private Limited'). MCA will reject the SPICe+ form if the name does not follow this format.
Confusing OPC with proprietorship - same PAN issue
An OPC is a separate legal entity and must have its own PAN. Do not use your personal PAN for the OPC. Using the same PAN defeats the purpose of limited liability.
Ignoring the compulsory conversion threshold
Track your turnover annually. If it exceeds ₹2 crore, you must convert to Pvt Ltd within 6 months. Our compliance support includes threshold alerts so you are not caught off-guard.
Using a residential address without NOC
Even though OPC allows a residential registered office, you need a No Objection Certificate from the property owner. We help you prepare this document.
Every mistake above has a fix - and most can be avoided by getting the details right the first time. Getting it right first is easier than fixing it later.
If something has already gone wrong, or you want to make sure it does not, the 15-minute call below is the fastest path.
Compliance calendar
OPC compliance calendar
OPCs have lighter compliance than Pvt Ltd, but these filings are still mandatory.
| Form | Trigger | Due date |
|---|---|---|
| MGT-7 (Annual Return) | Every financial year | Within 60 days of AGM |
| AOC-4 (Financial Statements) | Every financial year | Within 30 days of AGM |
| DIR KYC (Director KYC) | Annual | 30 April every year |
| Board meeting | Minimum one meeting per half-year | Min. 90 days gap between meetings |
| TDS statements (Form No. 138 for salary, Form No. 140 for other resident payments) | Monthly / Quarterly | As per TDS calendar |
| GST returns | Monthly / Quarterly (if registered) | As per GST calendar |
| Income Tax Return (ITR-6) | Every financial year | 31 October (audited) / 30 November (non-audited) |
| Compulsory conversion to Pvt Ltd | If turnover exceeds ₹2 crore OR paid-up capital exceeds ₹50 lakh | Within 6 months of crossing threshold |
Ready to add co-founders or raise funding? We can convert your OPC to a Private Limited Company seamlessly. Learn about OPC conversion.
Why Bizeneed
Why register your OPC with us
- Nominee eligibility verification before filing to avoid rejection
- End-to-end SPICe+ filing: nominee consent, name approval, DIN, DSC, MOA/AOA, PAN, TAN
- Post-registration compliance alerts including turnover threshold monitoring for compulsory conversion
- Priority support from start to certificate
- We handle the OPC to Pvt Ltd conversion when you are ready to scale
FAQ
Frequently asked questions
A One Person Company (OPC) is a business entity incorporated under the Companies Act, 2013 that allows a single individual to form and operate a company. It offers limited liability protection (personal assets are protected from business debts), a separate legal identity, and simpler compliance compared to a Private Limited Company. The sole member must nominate a director who takes over if the member becomes incapacitated or dies.
Only an individual who is an Indian citizen and resident in India can become a member of an OPC. The nominee director must also be an Indian resident. Minors cannot be members or nominees. Foreign nationals and NRIs (who are not residents) cannot form OPCs.
OPC: separate legal entity, limited liability, MCA-registered, moderate compliance, corporate credibility. Proprietorship: not a separate entity, unlimited liability, no mandatory registration, minimal compliance, lower credibility. OPC costs slightly more but provides liability protection and a corporate identity.
OPC: 1 member (plus mandatory nominee), lighter compliance (one board meeting per half-year, no AGM), cannot issue equity shares, compulsory conversion if turnover exceeds ₹2 crore. Pvt Ltd: minimum 2 members (max 200), heavier compliance (AGM, 4 board meetings), can issue equity, no conversion threshold. Both offer limited liability and are governed by the Companies Act.
The nominee director is a mandatory requirement for OPC. The sole member nominates another person (Indian resident) who holds shares only in a nominee capacity. The nominee does not participate in management during the sole member's lifetime but steps in to manage the company if the member dies, becomes incapacitated, or is declared insolvent. The nominee cannot vote against the sole member's wishes during normal operations.
PAN and Aadhaar of the sole member, PAN and Aadhaar of the nominee director, passport-size photos of both, registered office address proof (utility bill), NOC from property owner if rented, rent agreement, nominee consent form (INC-3) with nominee's Aadhaar, proposed company name (must end with 'OPC Private Limited'), and DSC (Class 3) for the member.
Yes. An OPC can voluntarily convert to a Pvt Ltd after 2 years from incorporation, or must compulsorily convert if paid-up capital exceeds ₹50 lakh or average annual turnover exceeds ₹2 crore. The conversion process involves filing Form INC-5 (for voluntary conversion) and SPICe+ for the new company, drafting fresh MOA/AOA, and obtaining a new incorporation certificate. We handle the complete conversion process.
An OPC must compulsorily convert to a Private Limited Company if its paid-up capital exceeds ₹50 lakh or its average annual turnover during the relevant period exceeds ₹2 crore. This is mandated under Rule 3(1) of the Companies (Incorporation) Rules, 2014. The conversion must be completed within 6 months of crossing the threshold.
Yes, a Private Limited Company with a paid-up capital of ₹50 lakh or less, a turnover of ₹2 crore or less, and only one member can voluntarily convert to an OPC by filing Form INC-6 with MCA. The company must not be a Section 8 company, and the sole member must nominate a director.
No. Only an Indian citizen who is a resident in India can become a member of an OPC. NRIs who are not residents cannot register an OPC. However, an NRI can register a Private Limited Company (with at least one resident director) or a sole proprietorship.
OPCs have lighter compliance than Pvt Ltd: file MGT-7 (Annual Return) and AOC-4 (Financial Statements) annually, hold at least one board meeting per half-year (90-day minimum gap), file director KYC once every three years under rule 12A (from 31 March 2026), file TDS returns monthly/quarterly, file GST returns if registered, and file ITR-6 annually. AGM is not mandatory for OPCs.
Yes, an OPC can hire employees. The Companies Act does not restrict the number of employees in an OPC. Employment regulations (PF, ESIC, labour laws) apply based on employee count, just like any other company.
No. An OPC cannot issue Employee Stock Ownership Plans (ESOPs) because it has only one member and cannot have multiple shareholders. If you plan to offer ESOPs to attract talent, you need a Private Limited Company structure.
The nominee director takes over management of the OPC. The nominee's legal heirs must nominate a new person within 6 months to become the new sole member. The company continues operating without disruption. This is the key benefit of the nominee structure - it provides continuity for the business.
OPCs are taxed at 25% on total income if their turnover is up to ₹2 crore (under Section 115BA). If turnover exceeds ₹2 crore, the tax rate is 30% plus surcharge and cess. OPCs are also eligible for the Startup India tax exemption of 100% profit exemption for 3 consecutive years out of the first 7 years of operation.
Written by Bizeneed Research Team, Service information
Last updated 5 September 2026
Sources
Eligibility thresholds, statutory sections and filing deadlines on this page are verified periodically against the sources above. Compliance positions can change; confirm specifics with our team or your CA before relying on them for a filing decision.
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