One Person Company Registration
One Person Company (OPC) registration is a simplified business structure under the Companies Act, 2013. It allows a single individual to incorporate a company with limited liability, separate legal identity, and full control without needing partners.
Ideal for solo entrepreneurs, OPC offers benefits of a private limited company with minimal compliance.
Top Benefits of Registering OPC in India
Limited liability protection
Sole owner's liability is limited to the amount they have invested in the company. Personal assets are protected in case of business losses or legal disputes.
Separate legal entity
One Person Company (OPC) is recognized as a separate legal entity, distinct from its sole owner. It has the authority to own property, enter into contracts, and initiate or face legal proceedings in its own name.
Easy funding and credibility
Being a registered company improves business credibility and makes it easier to raise funds through loans or investors.
Single owner control
The sole shareholder has full control over the company’s operations and decisions making management more straightforward.
Fewer compliance requirements
OPCs are exempt from many regulatory requirements applicable to private limited companies, such as board meetings and certain filings.
Tax advantages
OPCs are eligible for specific deductions under the Income Tax Act, offering more advantages than sole proprietorships.
Easy conversion
An OPC can be easily converted into a Private Limited Company as the business grows, without complex legal procedures.
Perpetual succession
Even though there is only one member, a nominee is appointed during registration to ensure the company’s continuity in case of the owner's death or incapacity.
Better business structure for startups
OPCs offer a formal corporate structure ideal for startups looking to establish a brand, open a business bank account, and attract early-stage funding or government schemes.
Name protection
Once registered, the OPC's business name is legally protected under the Companies Act, preventing others from registering the same or similar name.
Eligibility criteria for registering OPC
One shareholder & Director: An OPC can have only one natural person as a shareholder, who may act as both the owner and director of the company.
Indian citizen and resident: The sole member must be citizen of India and must have resided in India for at least 120 days during the previous financial year.
Nominee requirement: Nominee must be appointed at the time of incorporation, who will take over the company in case the original member dies or becomes incapacitated. The nominee must be an Indian citizen and resident of India.
No minor as member or nominee: Minors are ineligible to act as members or nominees in a One Person Company.
One OPC at a time: A person can register or be a nominee in only one OPC at any given time.
Not for non-banking financial activities: OPCs are not allowed to engage in non-banking financial investment activities, including investment in securities of any body corporates.
Cannot be incorporated as section 8 company: One Person Company (OPC) cannot be registered/converted into a non-profit organization (Section 8 company) under the Companies Act.
Key Disadvantages of OPC registration in India
Limited to one member only
An OPC can have only one member, limiting opportunities to add partners or co-owners for growth.
Not suitable for large businesses
OPC structure is designed for small businesses and startups; it may not support complex operations or large-scale expansion.
Nominee requirement
Appointing nominee may present challenges if the nominee declines or is unable to take over the company in the event of owner's death or incapacitation.
Limited fundraising options
OPCs cannot issue shares to multiple investors, restricting access to venture capital and equity funding.
No perpetual succession without nominee
Without a properly appointed nominee, the company’s existence is at risk if the sole member passes away or is incapacitated.
Not allowed for certain business activities
OPCs are restricted from carrying out non-banking financial investment activities limiting business scope.
Higher tax liability in some cases
Unlike LLPs or partnerships, OPCs are taxed at a flat rate of 25% and 22% under new regime (plus applicable surcharge and cess).
Documents required for One-Person Company registration
Digital Signature Certificate (DSC): Proposed director and nominee must obtain DSC for submitting electronic documents.
Director Identification Number (DIN): Director Identification Number is mandatory for the proposed director or signatory of OPC and must be obtained by applying through MCA.
Proof of identity: Documents such as Aadhaar card, PAN card, passport, voter ID, or driving license of the member and nominee.
Proof of address: Recent utility bills, bank statements, or rental agreements (not older than 2 months) to verify the residential address of the member and nominee.
Registered Office address proof: Documents showing proof of company’s registered office, such as ownership documents or rent agreement along with a no-objection certificate (NOC) from property owner.
Photographs: Passport-sized photographs of member and nominee.
Nominee consent form: Consent in INC-32 (SPICe+), is required to confirm their agreement to take over the OPC in the event the sole member is unable to continue.
MOA and AOA: MOA and AOA to be drafted in compliance with Companies Act, 2013, outlining company’s objectives, internal rules etc.
Declaration and Affidavit: Declaration by member and director stating compliance with eligibility criteria and an affidavit confirming correctness of information.
Conversion of One Person Company (OPC) into other company types
Under the Companies (Incorporation) Amendment Rules 2021, OPCs can convert to Private or Public Limited Companies anytime without capital or turnover limits.
Voluntary Conversion:
OPC can apply for conversion without waiting for two years or meeting capital/turnover limits.
Alteration in MOA & AOA-
The OPC shall alter its MOA & AOA through a resolution to reflect the new structure and must drop "OPC" from its name after conversion.
Minimum Members and Director-
Post-conversion, the company must meet the minimum requirements:
- Private Company: Minimum 2 members and 2 directors
- Public Company: Minimum 7 members and 3 directors
Filing application with MCA-
File Form INC-6 along with required documents on MCA to complete the conversion.
Frequently ask question
What is One Person Company (OPC)?
OPC is a type of company introduced under the Companies Act, 2013, that allows a single individual to start and operate a company with limited liability and a separate legal identity. It's an ideal business structure for solo entrepreneurs and startups in India.
Who qualifies to register OPC in India?
To register an OPC, the applicant must:
- Applicant must be natural person who is an Indian citizen and has resided in India for minimum of 120 days during the preceding financial year.
- Not be a member or nominee in more than one OPC at a time.
- Appoint nominee who is also an Indian resident.
- Not be a minor.
What are the key benefits of registering a One Person Company?
- Limited liability protection
- Separate legal identity
- Full control by a single owner
- Easy access to funding and loans
- Tax benefits and deductions
- Ease of compliance
- Brand/Name protection under the Companies Act
Which documents are needed to register OPC in India?
- Digital Signature Certificate (DSC)
- Director Identification Number (DIN)
- PAN card and Aadhaar card
- Proof of address (utility bill or bank statement)
- Passport-size photos
- Registered office address proof and NOC
- MOA and AOA
- Nominee consent
- Affidavits and declarations
How to register One Person Company under MCA?
- Obtain DSC and DIN
- Select and reserve a company name via SPICe+ Part A
- Draft and finalize MOA and AOA
- File incorporation forms (SPICe+, AGILE-PRO-S)
- Upload documents to MCA portal
- Receive Certificate of Incorporation
What is the role of nominee in an OPC?
Nominee is an individual designated at the time of OPC registration to assume ownership if the sole member passes away or becomes incapacitated. The nominee must give written consent and meet all eligibility criteria.
Can OPC raise funding or get loans?
Yes, OPCs can raise funds through loans and government schemes. However, raising equity funding is limited since OPCs cannot issue shares to multiple investors like Private Limited Companies.
What are the compliance requirements for OPC?
OPCs enjoy simplified compliance:
- Filing of annual returns and financials with the ROC
- Income Tax Return (ITR) filing
- Board meetings not required with a single director
- No need for annual general meetings (AGMs)
Can OPC be converted into Private Limited Company?
Yes, an OPC can be voluntarily converted into a Private Limited Company without paid-up capital or turnover limits restrictions, as per the amended MCA rules.
Is consent of nominee mandatory in OPC registration?
Yes, prior written consent of nominee confirming their willingness to take over the company if the sole member is unable to continue is required.
What is the role of Digital Signature Certificate (DSC) in OPC registration?
DSC is mandatory for signing e-forms electronically during the registration process through the MCA portal.
Can OPC conduct NBFC or investment business?
No, OPCs are not permitted to engage in non-banking financial investment activities or invest in securities.
What is the minimum capital requirement to start OPC?
There is no minimum paid-up capital requirement to register a One Person Company under the Companies Act, 2013.
What is the validity of OPC registration?
Once registered, an OPC exists as a perpetual legal entity, until it is voluntarily closed or struck off by the MCA.
Can a foreign national incorporate OPC in India?
No, only Indian citizens who have resided in India for a minimum of 120 days during the preceding financial year are eligible to register a One Person Company (OPC).
Is GST registration mandatory for an OPC?
GST registration is mandatory only if the OPC’s turnover exceeds the prescribed threshold (₹40 lakh for goods or ₹20 lakh for services) or if it falls under mandatory registration criteria (e.g., inter-state supply, e-commerce).
How many directors can OPC have?
OPC can have one shareholder, but it may appoint up to 15 directors. One person can be both shareholder and director.
Can OPC issue shares or invite public investment?
No, OPCs cannot raise equity from the public or external investors. They are restricted from raising equity capital like Private Limited Companies.
Can OPC be listed on a stock exchange?
No, OPCs are not allowed to list their shares on any stock exchange, as they are single-member entities.
What annual compliances must an OPC follow?
Key annual compliance requirements include:
- Form AOC-4 (Financial Statements)
- Form MGT-7A (Annual Return for OPCs)
- Income Tax Return (ITR-6)
- Maintenance of statutory registers and books of accounts
What is the tax rate applicable to an OPC?
OPCs are taxed as domestic companies at 22% (plus surcharge and cess) under the new regime, subject to Section 115BAA of the Income Tax Act.
Can OPC open a business bank account?
Yes, once the Certificate of Incorporation and PAN is issued, OPC can open business current account in its registered name.
Can OPC own property or assets?
Yes, an OPC can own assets and enter contracts independently.
What happens if the nominee withdraws consent?
If nominee withdraws consent, the sole member must appoint a new nominee by filing Form INC-4 with the MCA within 15 days.
What is the difference between OPC and Sole Proprietorship?
OPC offers limited liability, separate legal identity, and better funding potential, while a sole proprietorship has unlimited liability and is not a separate legal entity.
How long does it take to register OPC in India?
Typically, OPC registration takes 7–10 working days, subject to document accuracy and MCA processing times.