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OPC Registration|Legal Suvidha


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One Person Company

The concept of One Person Company (hereinafter referred to as OPC) in India was introduced through the Companies Act, 2013 which allows single founders to enjoy the status of a company. Forming a OPC helps to have full control over affairs without the intervention of third party while keeping the liability limited.

As per Companies Act, 2013, OPC is defined as a company having one person as its member meaning thereby OPC is effectively a company that has only one shareholder as its member. One of the biggest advantages of a OPC is that there can be only one member in a OPC, while a minimum of two members are required for incorporating and maintaining a Private Limited Company or a Limited Liability Partnership. Similar to a Company, a OPC is a separate legal entity from its members, offers limited liability protection to its shareholders, has continuity of business and is easy to incorporate.

Every OPC must nominate a nominee Director in the MOA or AOA who will become the owner of the OPC in case the promoter Director is disabled. It must file audited financial statements with the Ministry of Corporate Affairs at the end of each Financial Year. Therefore, it is important for the Entrepreneur to carefully consider the features of a OPC prior to incorporation. Legal suvidha Providers can help incorporate a One Person Company (OPC) in India. So, before incorporating OPC following things must be kept in mind:

• Only a Natural person who is a resident of India can form OPC but not AOP, Body corporate, Company etc.
• One can only be the member of one OPC or the nominee of one OPC only.
• Conversion of OPC is necessary after paid up share capital exceeds Rs. 50 L or the average annual turnover exceeds Rs. 2 Cr. in 3 immediately preceding financial year.
• Rules of OPC do not permit Non-Banking Financial Institutions.
• An OPC should not be confused with Sole proprietorship i.e. promoter is not personally liable in case of an OPC.



STATUS OF PRIVATE COMPANY As per S. 3 of the Companies Act, 2013, OPC is given the status of Private Companies.
VARIOUS EXEMPTIONS FROM An OPC enjoys various statutory exemptions from holding annual or extra ordinary general meetings; signature on annual returns can be done by Director himself, restriction on voting rights, demand for poll, notice for meeting, Signature on financial statements etc.
LIMITED LIABILITY The liability of the shareholder is limited and personal assets are safe. The liability of the shareholder will only be limited to the unpaid subscription money in his name. OPC is a separate entity and there will be a true distinction between the promoter and the company.
SINGLE OWNER There is only one owner who can act both as a shareholder as well as the director.
COMPLETE CONTROL This leads to fast decision making and execution. Yet he/she can appoint as many as 15 directors in the OPC for administrative functions, without giving any share to them.
LEGAL STATUS & SOCIAL RECOGNITION One Person Company is a Private Limited Structure in the eyes of law, which gives suppliers and customers a sense of confidence in business.
SEPARATE LEGAL ENTITY A company is a legal entity and a juristic person established under the Act. Therefore a company form of organization has wide legal capacity and can own property and also incur debts. The members (Shareholders/Directors) of a company have no liability to the creditors of a company for such debts.
EASY COMPLIANCES OPC is one of the easiest forms of corporate entities to manage. Very few ROC filing is to be filed with the Registrar of Companies (ROC). No need to conduct Annual General Meeting (AGM), so lesser compliance cost.
PERPETUAL SUCCESSION A company has 'perpetual succession', that is continued or uninterrupted existence until it is legally dissolved. A company, being a separate legal person, is unaffected by the death or other departure of any member but continues to be in existence irrespective of the changes in membership.
BORROWING CAPACITY A company enjoys better avenues for borrowing of funds. It can issue debentures, secured as well as unsecured and can also accept deposits from the public, etc. Even banking and financial institutions prefer to render large financial assistance to a company rather than partnership firms or proprietary concerns.
EASY TRANSFERABILITY Shares of a company limited by shares are transferable by a shareholder to any other person. Filing and signing a share transfer form and handing over the buyer of the shares along with share certificate can easily transfer shares.
OWN PROPERTY A company being a juristic person, can acquire, own, enjoy and alienate, property in its own name. No shareholder can make any claim upon the property of the company so long as the company is a going concern.


One Person Company Registration Process

Obtaining DSC & DIN
Name Approval
Drafting MOA And AOA Electronically
Company Registration

Digital Signature Certificate(DSC) and Director Identification Number(DIN) is required for the proposed Directors of the Private Limited Company which is necessary to file the company registration documents. For this, you will only need to provide a few scanned documents and details; our representatives will fill the form and submit it online. DIN and DSC can be obtained for the proposed Directors within 1 to 2 days.


Documents required for OPC incorporation

For Directors & Shareholders

1. Self Attested PAN Card copy

2. Self Attested copy of any one of the Identity Proof(Voter's ID/Passport/Driver's License)

3. Self Attested copy of Address Proof in the name of director (Any utility bill i.e., mobile bill/water bill/ electricity bill, or bank statement which should not be older than two months)

4. Passport-sized photograph

For The Registered Office

1. Rent Agreement (Notarised: For rented property)

2. Sale Deed/Property Deed in English (in case of owned property)

3. No-objection Certificate from property owner

4. Latest Electricity Bill / Mobile or Telephone Bill / Latest Bank Statement/Gas Bill


Frequently Asked Questions

Why should I form an OPC?
An OPC is a good alternative to running a sole proprietorship, largely because it gives limited liability to the business owner. This means that your liability is limited to the amount you’ve invested in the business; business debts cannot be recovered from personal possessions. Also, a sole proprietorship ceases to exist on the death of its promoter. In the case of an OPC, the nominee director takes over and the entity continues to exist. Single entrepreneurs who do not have another partner to start a private limited company may also consider it.

Who can register an OPC?
Only Indian residents can register an OPCs, and that, too, only one at a time, as per the specifications of the Ministry of Corporate Affairs.

What are the mandatory requirements of an OPC?
All such businesses must maintain books of accounts, comply with statutory audit requirements and submit income tax returns and annual filings with the RoC.

How much capital is required to start an OPC?
There is no difference in capital requirement between an OPC and a private limited company. It needs an authorised capital of Rs. 1 lakh to begin with, but none of this actually needs to be paid-up. This means that you don’t really need to invest any money into the business.

What are the tax benefits available to an OPC?
No general advantages; though some industry-specific advantages are available. Tax is to be paid at flat rate of 30% on profits, Dividend Distribution Tax applies, as does Minimum Alternate Tax.

What is the main drawback of an OPC?
The MCA is skeptical about a single person in charge of a large corporation. Therefore, it requires all OPCs to be converted into private limited or public limited companies on crossing a certain revenue number. Currently, in case of an average turnover of Rs. 2 crore or more for the three consecutive years or a paid-up capital of over Rs. 50 lakh, the OPC must mandatorily be converted into an OPC.

How many directors can there be in an OPC?
An OPC has certain limitations. The person starting the business is its only director and shareholder. There can be maximum 15 directors in OPC. There is also a nominee director, but this person has no power whatsoever for raising equity funds or offer employee stock options. The nominee exists only to take over in case of the death or incapacitation of the director. The nominee is chosen by the director, and can be anyone, such as your spouse, parents or siblings. The nominee will need to provide identity proof during registration.

Is OPC is a Private Limited Company?
Yes, One Person Company will be formed as similar as a "Private Limited Company". It can be formed as company limited by share capital or limited by guarantee or unlimited company. The words "One Person Company" will have to be mentioned in brackets below the name of such company, wherever its name is printed, engraved or affixed.

Is OPC required to follow less compliances than a Private Limited Company?
OPC is one of the easiest forms of corporate entities to manage. Very few ROC filing is to be filed with the Registrar of Companies (ROC). No need to conduct Annual General Meeting (AGM), so lesser compliance cost than a private limited company.

Who can incorporate an OPC?
Only a person, who is an Indian citizen and resident in India, shall be eligible to incorporate a One Person Company. For becoming a director in a company, no professional or educational qualification is required. Any individual can become a shareholder in a one person company.

What are the Requirements to become nominee in an OPC?
Only a natural person who is an Indian citizen and a resident in India is eligible to be a nominee member. Nominee must also be over 18 years of age.

Can a OPC converted into Private Limited Company?
Voluntary conversion
When a One Person Company gets incorporated, it cannot convert itself to Private or Public company for a period of not less than two years from the date of incorporation. Means if you want to get converted voluntarily you have to wait for two years to over.
Compulsory Conversion When a One Person Company has a paid-up capital more or equal to Rs. 50 lakhs or, the Annual turnover for the relevant financial year exceeds Rs. 2 crores, then in such conditions, the company has to compulsorily convert itself into Private Limited Company or Public Limited Company.

How long is the company valid for?
Once a Company is incorporated, it will be active and in-existence as long as the annual compliances are met with regularly. In case, annual compliances are not complied with, the Company will become a Dormant Company and maybe struck off from the register after a period of time. A struck-off Company can be revived for a period of upto 20 years.

Can an NRI / Foreign National be a director in a One Person Company?
No, an NRI or Foreign National cannot be a shareholder for an OPC.

Can a Salaried person become the director in One Person Company?
Yes, a salaried person can become the director in an OPC, there are no legal bondages in this, but you have to go through with your employment agreement if it contains any restrictions on doing so.

How to inform RoC about changes in OPC?
• Change in membership to be informed in Form INC-4 for providing new member’s details.
• Inform RoC in Form INC-5 about the requirement of conversion into private or public company if the threshold limits exceeds within 60 days.

Which form is to be filed for conversion of OPC?
Form INC-6 shall be filed by an OPC for conversion into private or public company within 30 days in case of voluntary conversion & within 6 months in case of mandatory conversion.

Which form to be filed in case of change in Nominee?
Form INC-4 shall be filed in case of withdrawal of consent by nominee or in the case of intimation of change in nominee by the member.

Compare your options
Private Limited Company Limited Liability Partnership One Person Company Partnership Firm
Preferred for Start-ups Professional Services Firms Sole Proprietors Small-medium sized businesses
Limited Liabilty Protection Yes Yes Yes No
Minimum Requirement 2 Shareholders 2 Designated Partners 1 Director
1 Nominee
2 Partners
Fund Raising Options High Low Low Low
Tax Advantage Few Most Few Minimal
Statutory Compliances High Low High Minimal
Compliance Cost High Medium Medium Low
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