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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.
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.
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).
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:
Filing application with MCA-
File Form INC-6 along with required documents on MCA to complete the conversion.
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.
To register an OPC, the applicant must:
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.
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.
OPCs enjoy simplified compliance:
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.
Yes, prior written consent of nominee confirming their willingness to take over the company if the sole member is unable to continue is required.
DSC is mandatory for signing e-forms electronically during the registration process through the MCA portal.
No, OPCs are not permitted to engage in non-banking financial investment activities or invest in securities.
There is no minimum paid-up capital requirement to register a One Person Company under the Companies Act, 2013.
Once registered, an OPC exists as a perpetual legal entity, until it is voluntarily closed or struck off by the MCA.
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).
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).
OPC can have one shareholder, but it may appoint up to 15 directors. One person can be both shareholder and director.
No, OPCs cannot raise equity from the public or external investors. They are restricted from raising equity capital like Private Limited Companies.
No, OPCs are not allowed to list their shares on any stock exchange, as they are single-member entities.
Key annual compliance requirements include:
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.
Yes, once the Certificate of Incorporation and PAN is issued, OPC can open business current account in its registered name.
Yes, an OPC can own assets and enter contracts independently.
If nominee withdraws consent, the sole member must appoint a new nominee by filing Form INC-4 with the MCA within 15 days.
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.
Typically, OPC registration takes 7–10 working days, subject to document accuracy and MCA processing times.