One Person Company Registration

A One Person Company (OPC) lets a single founder set up a fully registered company with limited liability — without needing a second director or shareholder. It's the right choice for solo entrepreneurs, consultants, freelancers, and bootstrapped founders who want the credibility and protection of a Pvt Ltd structure but don't have a co-founder yet. After the 2021 amendments, OPCs have no paid-up capital cap, no turnover ceiling, and can be incorporated by NRIs — making them more flexible than ever before. Incorporation runs on the MCA V3 portal through SPICe+ and typically takes 7-12 working days.

At a Glance

• Minimum people: 1 member (the sole shareholder) and 1 director (can be the same person), plus 1 mandatory nominee.
• Nominee requirement: An Indian citizen, resident in India, who becomes the member if the original member dies or becomes incapacitated. Nominee gives written consent in Form INC-3.
• Member eligibility: An individual (not a company or LLP), Indian citizen, resident in India — defined as having stayed in India for 120 days or more in the previous financial year (relaxed from 182 days in 2021).
• Minimum capital: No minimum. The 2015 amendment removed it for all companies including OPCs.
• Maximum capital and turnover: No upper limit. The earlier ₹50 lakh paid-up cap and ₹2 crore turnover cap that forced conversion to Pvt Ltd were removed in 2021.
• Governing law: Companies Act, 2013 (Section 2(62) and Section 3) + Companies (Incorporation) Rules, 2014, as amended.
• Turnaround: 7-12 working days through SPICe+ on the MCA V3 portal.
• Annual filings: AOC-4 + MGT-7A (simplified return for OPC) + DIR-3 KYC + DPT-3 + Form 20A.

What's New for FY 2026-27

The OPC structure has evolved significantly since 2021. Five practical changes shape how OPCs work today:

• No paid-up capital cap: Earlier OPCs were forced to convert to Pvt Ltd if paid-up capital crossed ₹50 lakh. This cap was removed in April 2021 — OPCs can now hold any amount of capital.
• No turnover ceiling: The mandatory conversion at ₹2 crore turnover was also scrapped. An OPC can scale to any size without restructuring.
• NRIs can incorporate OPCs: From 1 April 2021, NRIs are eligible to register an OPC. The residency requirement was relaxed from 182 days to 120 days in the previous financial year.
• Voluntary conversion any time: Earlier OPCs had to wait 2 years before converting to Pvt Ltd. That restriction was removed — voluntary conversion is now possible from day one.
• MGT-7A (simplified) is the default: OPCs file the simplified MGT-7A instead of MGT-7. No AGM needs to be held — the member can pass resolutions in writing.

Why Solo Founders Pick OPC Over Sole Proprietorship or LLP

• Limited liability: Your personal assets — home, savings, car — are protected. Sole proprietors are personally liable for every rupee of business debt. An OPC's liability stops at the company's assets.
• Separate legal identity: The OPC can hold property, sue and be sued, enter contracts in its own name. A sole proprietorship is legally indistinguishable from you.
• Better credibility with B2B customers: Enterprise buyers, government tenders, and large vendors often refuse to deal with sole proprietors. 'Pvt Ltd' or '(OPC)' on your invoice signals that you're a registered, audited entity.
• Easier credit access: Banks and NBFCs lend more readily to registered companies. Many MSME-specific loan products require a company structure.
• Perpetual existence via nominee: If you die or become incapacitated, the nominee takes over as member — the business continues. A sole proprietorship ends with the proprietor.
• Lower compliance than Pvt Ltd: No AGM, MGT-7A instead of MGT-7, only 1 board meeting required per half year. Annual compliance cost is meaningfully lower than for a 2-director Pvt Ltd.

How the Incorporation Actually Works

The OPC uses the same SPICe+ workflow as a Pvt Ltd, with one extra step: nominee consent. Here's the full sequence:

Step 1: Member and Nominee Consent

You sign as the sole member. You also need a nominee — usually a family member or trusted person who is an Indian citizen and resident. The nominee signs Form INC-3 consenting to become the member if you can no longer act. The nominee does not take on any liability or operational role unless and until that triggering event occurs.

Step 2: Digital Signature for the Member

A Class 3 DSC is issued through Aadhaar-based eKYC, usually within 1-2 days. If you're an NRI member, the DSC issuance needs apostilled passport and address proof from your country of residence.

Step 3: Name Reservation Through SPICe+ Part A

You give us two name choices. The name must end with '(OPC) Private Limited' — that's a statutory suffix. We run MCA, trademark, and domain checks before filing. Name approval typically returns within 2 working days.

Step 4: Drafting MOA, AOA, and INC-3

We draft the Memorandum of Association (with object clauses written for your business and likely adjacent activities), the Articles of Association tailored for an OPC structure, and Form INC-3 (nominee consent). The MOA names the nominee — if you ever change the nominee, you file Form INC-4 with the ROC.

Step 5: SPICe+ Part B Filing

Master filing — applies for incorporation, DIN, PAN, TAN, EPFO, ESIC, optional GST, and a bank account in one shot. INC-3 (nominee consent) and INC-9 (declarations) are attached. ROC processes the filing in 3-5 working days for clean submissions.

Step 6: Certificate of Incorporation and Post-Incorporation

ROC issues the Certificate of Incorporation with CIN, PAN, and TAN. We then file ADT-1 (auditor appointment, mandatory within 30 days), issue the share certificate, and set up the compliance calendar. Form 20A (commencement of business) is filed within 180 days, after capital is paid in.

What a Typical OPC Incorporation Costs

A solo founder forming an OPC in Karnataka with ₹2 lakh authorised capital and ₹1 lakh paid-up:

• Our professional fee: ₹5,999 — includes DSC, name reservation, MOA/AOA/INC-3 drafting, SPICe+ filing, and first-year compliance setup (ADT-1, Form 20A, share certificate).
• Government fees and stamp duty: Approximately ₹2,000 in Karnataka (stamp duty on MOA + AOA + nil ROC fee for capital up to ₹15 lakh).
• DSC charges: ₹800-₹1,000 for one Class 3 DSC.
• Total typical outlay: ₹9,000-₹10,000 for a Karnataka OPC.

States with higher stamp duty (Punjab, MP, Kerala) add ₹2,000-₹5,000.

Annual Compliance for an OPC

OPCs have lighter compliance than a Pvt Ltd, but the structure is still regulated and the filings are non-negotiable:

• MGT-7A (Annual Return): Simplified annual return for OPCs — filed within 60 days of the financial year end (so by 30 May). The member's signature is sufficient; no AGM required.
• AOC-4 (Financial Statements): Filed within 180 days of the financial year end. For OPCs, audited financials are mandatory regardless of turnover.
• DIR-3 KYC: Annual KYC of the sole director by 30 September. ₹5,000 penalty if missed.
• Form 20A: One-time, within 180 days of incorporation — declaration of commencement of business after the member pays in the initial capital.
• DPT-3: Return of deposits, filed by 30 June every year. Even nil filings are mandatory.
• MSME-1: Half-yearly return of outstanding payments to MSME suppliers. Due 31 October and 30 April.
• Board meeting: At least 1 board meeting per half year, with a gap of at least 90 days between meetings (if there's only one director, this requirement is naturally waived but a written resolution is recorded).
• Statutory audit: Mandatory for every OPC, irrespective of turnover. Auditor is appointed through Form ADT-1 within 30 days of incorporation and serves for 5 years subject to ratification.

Limitations and Conversion Triggers

OPC is a flexible structure, but a few restrictions are worth knowing before you incorporate:

• One OPC per person: An individual can be a member of only one OPC and nominee of only one OPC. If you want multiple ventures, register additional companies as regular Pvt Ltd or LLP.
• No NBFC business: OPCs cannot carry on Non-Banking Financial Investment activities, including investment in securities of other body corporates.
• Cannot be a Section 8 (NGO): OPCs cannot be incorporated as a Section 8 company (not-for-profit). For NGO work, register a Section 8 Pvt Ltd or a Trust.
• Conversion to Pvt Ltd is voluntary: After the 2021 amendment, there is no forced conversion threshold. You can convert to a 2-director Pvt Ltd whenever it suits — typically when you bring in a co-founder, an investor, or an ESOP plan.
• Conversion process: File Form INC-6 to convert OPC to Pvt Ltd. The new company takes over assets, liabilities, and contracts of the OPC. PAN and CIN change; bank accounts and vendor contracts need updating.

A Real Example: Solo Consultant Switching from Sole Prop to OPC

A management consultant has been billing under her own PAN for three years — ₹45 lakh in FY 2025-26. She's losing two kinds of buyers: large corporates who only deal with companies, and one PSU tender that requires a registered entity. She converts to an OPC with ₹2 lakh authorised capital.

• Setup cost: ₹9,500 total — ₹5,999 professional fee + ₹2,500 stamp duty and ROC fees + ₹1,000 DSC.
• Annual compliance cost: ₹18,000-₹22,000 per year — ADT-1 audit fee ₹12,000 + AOC-4 and MGT-7A filing ₹4,000 + DPT-3 and MSME-1 nil filings ₹2,000.
• Tax structure: Profits taxed at 22% under the new regime (Section 115BAA). Compared to her earlier personal slab of 30%, that's an immediate 8-point tax saving on profits above the basic exemption.
• New buyer access: She can now bid for the PSU tender and onboard with three Fortune India 500 clients that previously rejected her sole-proprietor invoices.
• Liability shield: If a client sues over a deliverable, the OPC's assets are the cap on her exposure — not her personal home and savings.

The annual compliance cost is roughly ₹20,000 more than her sole-proprietor setup, but the tax saving alone (8 points on profits) covers that within the first month of decent billing.

What You Receive at the End

• Certificate of Incorporation (with CIN) from the ROC.
• PAN and TAN of the OPC.
• Class 3 Digital Signature for the member.
• DIN for the sole director.
• Stamped MOA and AOA with custom object clauses.
• Filed INC-3 (nominee consent) and INC-9 (declarations).
• Share certificate issued and stamped at state rates.
• EPFO and ESIC registration numbers (if applicable).
• Current account opening assistance with partner banks.
• Compliance calendar covering MGT-7A, AOC-4, DIR-3 KYC, DPT-3, MSME-1, ADT-1, Form 20A.

How to Get Started

Send us four things: two preferred company names, your basic profile (PAN, Aadhaar, email, phone), the nominee's details (PAN, Aadhaar, written consent), and the registered office address. Within 24 hours, we revert with a name-availability check, draft MOA object clauses, the nominee consent form, and a fee quote with state-specific stamp duty.

If you're an NRI incorporating an OPC, add 3-5 days for apostille of your passport and address proof. We coordinate the apostille chain end-to-end so you don't lose time on couriers.