Practice Areas · StartUp · Business Formation · Incorporation · One Person Company (OPC)

One Person Company (OPC) Registration

A company for a single founder — limited liability and corporate standing, without needing a second shareholder.

Overview

What a One Person Company is

A One Person Company (OPC), introduced by the Companies Act, 2013, lets a single entrepreneur run a company with limited liability and a separate legal identity — the benefits of a private limited company without needing a second shareholder.

An OPC has one member (shareholder) and a named nominee who steps in if the member dies or becomes incapacitated, so the company continues. It needs a minimum of one director, and the sole member can also be that director.

It suits solo founders who want limited liability and corporate credibility but do not yet have co-founders or outside investors. As the business grows, an OPC can be converted into a private limited company.

Advantages

Why founders choose it

A company with one owner

Full ownership and control with a single member — unlike a private limited company, which needs at least two.

Limited liability

The member's liability is limited to the capital; personal assets are protected from business debts.

Separate legal entity

The OPC owns assets and contracts in its own name, with continuity assured through the nominee.

More credible than a proprietorship

A registered company carries more standing with banks, vendors, and customers.

Fewer compliances than a private limited

No annual general meeting is required, and some board-meeting and reporting requirements are relaxed.

Easy to scale up

Can be converted into a private limited company when co-founders or investors come on board.

Eligibility

What incorporation requires

Member & nominee

  • The member and the nominee must each be a natural person and an Indian citizen
  • Residency: a person present in India for at least 120 days in the previous financial year qualifies — since April 2021, NRIs are also eligible
  • A person can incorporate only one OPC, and be a nominee in only one OPC
  • Minimum one director; the sole member can be the sole director (up to 15 directors allowed)
  • The nominee's written consent is required (Form INC-3)

Name, office & capital

  • A unique name approved by the MCA, ending with “(OPC) Private Limited”
  • A registered office address in India, with valid proof
  • No minimum capital is prescribed; since April 2021 there is no turnover or capital threshold forcing conversion to a private limited company
Documents

Documents you'll need

  • PAN and Aadhaar of the member and the nominee
  • Identity proof — passport, voter ID, or driving licence
  • Address proof — recent bank statement or utility bill (not older than two months)
  • Passport-size photographs
  • Registered office proof — rent agreement and NOC from the owner, or ownership proof, with a recent utility bill
  • Digital Signature Certificate (DSC) for the director
  • Nominee's consent in Form INC-3
Process

How incorporation works (SPICe+)

  1. 01

    Obtain a Digital Signature Certificate

    A DSC is issued for the proposed director to sign the incorporation forms electronically.

  2. 02

    Reserve the company name

    Apply for name approval through SPICe+ Part A, with the name ending in “(OPC) Private Limited”.

  3. 03

    File SPICe+ Part B

    The integrated form covers the MOA and AOA, nominee consent (INC-3), DIN allotment, PAN, TAN, and EPFO/ESIC and (optionally) GST and a bank account.

  4. 04

    Certificate of Incorporation

    On approval, the Registrar issues the Certificate of Incorporation with the CIN, along with PAN and TAN.

  5. 05

    Post-incorporation set-up

    Open the company bank account, file INC-20A (commencement of business), and start the annual compliance calendar.

Features

Key characteristics

One member, one nominee

A single shareholder, with a nominee named for continuity.

Limited liability

The member's exposure is limited to the capital.

Separate legal entity

Distinct from the member, with perpetual succession via the nominee.

Minimum one director

The sole member may also be the sole director.

Statutory audit

Like any company, accounts must be audited every year regardless of turnover.

Taxed as a company

Income is taxed at the applicable corporate rate, not at individual slab rates.

Some activities restricted

An OPC cannot be a Section 8 (non-profit) company or carry out non-banking financial investment activities.

Why PBT

Why work with PBT

PBT sets up your One Person Company correctly, including the nominee formalities, and carries the compliance forward.

  • We advise whether an OPC is right for you — or whether a proprietorship or private limited company would fit better
  • End-to-end incorporation through SPICe+: DSC, DIN, name approval, and MOA/AOA drafting
  • Nominee documentation (INC-3), PAN, TAN, and applicable registrations such as GST
  • Post-incorporation set-up: INC-20A, statutory registers, and the annual compliance calendar
  • Conversion to a private limited company when you bring on co-founders or investors
  • Scope, deliverables, and fees agreed in writing up front
FAQs

Frequently asked questions

  • Can a single person own a company in India?

    Yes. A One Person Company lets one individual own and run a company with limited liability, with a nominee named to ensure the company continues.

  • Who can be a member or nominee?

    A natural person who is an Indian citizen; since April 2021, NRIs are also eligible. A person can form only one OPC and be a nominee in only one OPC.

  • Why is a nominee required?

    The nominee steps in as member if the sole member dies or becomes incapacitated, which keeps the company running.

  • Is a statutory audit required?

    Yes. Like any company, an OPC must have its accounts audited each year, regardless of turnover or profit.

  • Does an OPC have to convert to a private limited company?

    No longer mandatory. Since April 2021 there is no turnover or capital threshold forcing conversion; you can convert voluntarily as the business grows.

  • How is an OPC taxed?

    As a company, at the applicable corporate tax rate — not at the individual slab rates that apply to a proprietorship.

  • How long does it take?

    Once the name is approved and documents are in order, incorporation is typically completed in about 7–12 working days, subject to MCA processing.

Set up your One Person Company

If you're a solo founder who wants limited liability and corporate standing, we'll handle the incorporation and the nominee formalities end to end.

Send an enquiry

This page describes the nature of the firm's services and is not a solicitation or legal advice. Thresholds, timelines, and applicable registrations depend on your specific facts; engagement terms and fees are agreed in writing per assignment.

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