One Person Company (OPC) Registration
Register as a company on your own, with limited liability and a corporate identity, without needing a second shareholder.
A One Person Company lets a single founder run a proper company rather than a proprietorship. You get limited liability, a separate legal identity, and the credibility that comes with a Certificate of Incorporation, all without finding a co-founder or a second shareholder to make up the numbers. The Companies Act, 2013 created the structure precisely for solo entrepreneurs who had outgrown a proprietorship but were not ready for a private limited company. AMpuesto handles the incorporation end to end, from the digital signature and name approval through to your Certificate of Incorporation, PAN, and TAN.
Documents required
- For the member and the nominee: PAN and Aadhaar
- One address proof such as a bank statement or utility bill under two months old
- A passport-size photo and contact details for each
- The nominee's written consent in Form INC-3
- For the registered office: a recent utility bill and a no-objection certificate from the owner
- Rent agreement, if the premises are rented
A home address works fine as a registered office.
What you will get
- Certificate of Incorporation with your CIN
- MOA and AOA
- Company PAN and TAN
- DSC for the director
- DIN for the director
- Nominee consent recorded in Form INC-3
- GST, EPFO, and ESIC registration through AGILE-PRO-S
What is a One Person Company?
A One Person Company is a company with a single member who is usually also its sole director, recognised under Section 2(62) of the Companies Act, 2013. It sits between a proprietorship and a private limited company, taking the limited liability and separate legal identity of a company while carrying lighter compliance. The one feature unique to an OPC is the nominee: because a company must survive its owner, you name a person in the incorporation documents who steps into your place if you die or become incapacitated.
Why solo founders choose an OPC
- Limited liability: personal assets stay protected, unlike a proprietorship where they stand behind every business debt
- Separate legal identity: the company owns property, signs contracts, and sues or is sued in its own name
- Perpetual succession: the nominee keeps the company alive, so the business does not end with you
- Credibility: a Certificate of Incorporation and CIN carry more weight with banks, clients, and vendors than a trade name
- No minimum capital: there is no minimum paid-up capital, so you can start with whatever the business needs
- Lighter compliance: no Annual General Meeting, and relief from the quarterly board meeting requirement
Points to consider
- Only one member is allowed, so you cannot bring in a co-founder without converting
- A statutory audit is compulsory from the first year
- Financial statements appear publicly on the MCA register
- A company pays a flat rate of tax, with no slab benefit
- You must appoint a nominee, and obtain their written consent
- A person can be a member of only one OPC at a time
- Venture investors generally prefer a private limited company
Is there a turnover limit for an OPC?
No, and a lot of outdated advice still says otherwise
Until 2021 an OPC was forced to convert into a private or public company once its paid-up capital crossed ₹50 lakh or its average annual turnover crossed ₹2 crore. The Companies (Incorporation) Second Amendment Rules, 2021 removed those limits with effect from 1 April 2021, so an OPC can now grow without any threshold triggering a forced conversion.
The same amendment removed the two-year waiting period before voluntary conversion, and opened the structure to non-resident Indian citizens.
| Rule | Before 1 April 2021 | Position today |
|---|---|---|
| Turnover above ₹2 crore | Forced conversion | No forced conversion |
| Paid-up capital above ₹50 lakh | Forced conversion | No forced conversion |
| Voluntary conversion | Only after 2 years | Allowed at any time |
| Who can incorporate | Resident Indian citizens only | Any Indian citizen, resident or NRI |
| Residency test | 182 days | 120 days |
You may still choose to convert, and many founders do once they want to bring in a partner or raise investment. The point is that the choice is now yours rather than the law's.
Who can register an OPC?
- A natural person who is an Indian citizen, whether resident in India or not
- A resident for this purpose means someone who stayed in India for at least 120 days in the preceding financial year
- The member appoints a nominee, who must also be an Indian citizen and give written consent in Form INC-3
- A person can be a member of only one OPC, and a nominee in only one OPC
- An OPC cannot carry on non-banking financial investment activity, and cannot be incorporated as a Section 8 company
Note that the 120-day residency test is specific to an OPC. A private limited company still uses the 182-day test for its resident director.
The OPC registration process
An OPC is incorporated through the same integrated form as any other company, so the process is short.
Digital Signature Certificate
The director gets a DSC to sign the forms, usually within a day or two.
Name approval
We reserve your company name through SPICe+ Part A on the MCA portal.
Nominee consent
We prepare Form INC-3, the nominee's written consent, which is filed with the incorporation documents.
SPICe+ Part B
We file the integrated incorporation form, which also allots DIN for the director and applies for PAN and TAN together.
MOA and AOA
We prepare your e-MOA and e-AOA setting out the company's objects and internal rules, naming the nominee in the memorandum.
Certificate of Incorporation
Once the Registrar approves, you receive your COI with PAN and TAN, and the company is live.
How long registration takes
7 to 14 working daysWith clean documents, expect roughly 7 to 14 working days: a day or two for the DSC, two to four days for name approval, and the rest for filing and Registrar review. We flag anything likely to cause a delay, such as a name clash with an existing company or trademark, before it costs you time.
What it costs
Government fee: nilThe SPICe+ government fee is nil for authorised capital up to ₹15 lakh, so your main statutory cost is state stamp duty, which varies by state. On top of that sit the DSC charges and our professional fee.
How an OPC is taxed
An OPC is taxed as a domestic company, not at individual slab rates. The base rate is 25% where turnover stays within the prescribed limit, and most companies now opt for the concessional regime under Section 115BAA at 22%, which works out near 25.17% once surcharge and cess are added, in exchange for giving up certain deductions. New manufacturing companies may qualify for the lower rate under Section 115BAB.
Companies opting into 115BAA are outside the Minimum Alternate Tax net. Dividend Distribution Tax no longer applies, since dividends are taxed in the shareholder's hands. The company files ITR-6, due 31 October where a tax audit applies. We work out which regime leaves you better off before filing, as part of your income tax return.
Compliance after registration
Before the yearly cycle begins, an OPC appoints its first auditor within 30 days of incorporation and files Form ADT-1, and where it has share capital it files the commencement of business declaration in Form INC-20A within 180 days. Until INC-20A is filed, the company cannot legally trade or borrow.
An OPC is exempt from holding an Annual General Meeting. Resolutions of the sole member are simply entered in the minutes book, signed and dated, and are treated as passed. Where the OPC has only one director, the quarterly board meeting requirement does not apply either. An OPC with more than one director holds at least one board meeting in each half of the calendar year, with a gap of not less than 90 days between them.
The yearly filings still stand. You file AOC-4 for your financial statements and MGT-7A, the abridged annual return, along with your ITR-6 and director KYC. A statutory audit applies from the first year regardless of turnover, and GST returns apply where the company is registered. Changes to the board during the year are reported separately, under change of director.
OPC, proprietorship, or private limited?
Most solo founders are weighing these three, so here is the short version:
| Factor | OPC | Proprietorship | Private limited |
|---|---|---|---|
| Owners | 1 member | 1 owner | 2 to 200 members |
| Liability | Limited | Unlimited | Limited |
| Separate legal entity | Yes | No | Yes |
| Statutory audit | Compulsory | Only above thresholds | Compulsory |
| Annual ROC filing | AOC-4 and MGT-7A | None | AOC-4 and MGT-7 |
| Raising investment | Limited, cannot add members | Not possible | Easiest |
A proprietorship is cheapest and lightest but leaves you personally exposed. An OPC gives you the protection and standing of a company while you are still solo. A private limited company makes sense once you want a co-founder, employee stock options, or outside investment. You can convert an OPC into a private limited company at any time now, so starting as an OPC does not lock you in. Partners rather than solo? An LLP may suit you better.
Why register through a Chartered Accountant
Two things go wrong most often with an OPC: a name that clashes with an existing company or trademark, and a nominee appointment that is not properly documented. Both cost weeks to unpick. Beyond incorporation, the choice of tax regime in the first year has a lasting effect on what the company pays.
Frequently asked questions
Is there a turnover limit for an OPC?
How long does OPC registration take?
How much does it cost to register an OPC?
What is the role of the nominee?
Can an NRI register an OPC?
Can a person be a member of more than one OPC?
Is a minimum capital required?
Is an audit compulsory for an OPC?
Does an OPC have to hold an AGM?
How is an OPC taxed?
Can I convert my OPC into a private limited company?
Which annual forms does an OPC file?
Register as a company, on your own
Send us your details and your nominee's consent. We handle the DSC, the SPICe+ filing, and the MOA and AOA.
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