Limited Liability Protection
Personal assets like your home, savings and car remain protected from business liabilities. Your liability is strictly capped at your unpaid share capital.
ONE PERSON COMPANY REGISTRATION
Opc Registration Registration
Get expert end-to-end SPICe+ assistance for your One Person Company (OPC). From Class 3 DSC, DIN, nominee consent (Form INC-3) and e-MoA/e-AoA drafting to PAN, TAN, and Certificate of Incorporation in 7 to 10 working days.
✓ Exactly 1 member holding 100% shares
✓ Nominee consent (INC-3) handled end-to-end
✓ SPICe+ filing with CIN, PAN & TAN
✓ GSTIN, EPFO & ESIC via AGILE-PRO-S
1Member + 1 Nominee
DedicatedExpert Assistance
7–10Working Days*
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SAMPLE
One Person Company Certificate
Ministry of Corporate Affairs (MCA) — sample OPC certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
01
Companies Act, 2013
Governing Section 2(62)
02
MCA / SPICe+
Integrated electronic filing
03
1 Member + Nominee
Perpetual succession via INC-3
04
No Minimum Capital
Start with any subscribed capital
WHY ONE PERSON COMPANY?
A Corporate Framework for Solo Founders.
An OPC offers solo entrepreneurs full ownership without co-founder dependencies, combined with complete limited liability protection and corporate prestige.
100% Ownership & Control
You hold 100% of the shares and make every decision without co-founder disputes, partner delays, or shared equity dilution.
Separate Legal Entity
An OPC is an autonomous legal entity with its own CIN, PAN, and TAN. It can own properties, enter contracts, and sue or be sued in its own name.
Perpetual Succession
Under Section 3(1)(c), a nominee appointed via Form INC-3 seamlessly steps in if the member becomes incapacitated, preventing business dissolution.
Lower Tax Than Individuals
OPCs can avail of the concessional 22% corporate tax rate under Section 115BAA, compared to up to 30% plus surcharges on personal slab rates.
Exempt from Annual General Meeting
Section 96(1) proviso exempts OPCs from holding mandatory Annual General Meetings (AGMs). Resolutions are simply recorded in the minute book.
Easier Bank Loans & Credit
Financial institutions and banks prefer lending to incorporated companies with audited balance sheets and independent credit ratings over proprietorships.
Government Tender Eligibility
A registered CIN allows solo founders to participate in high-value corporate contracts and government/PSU tenders with MSME/Udyam advantages.
OVERVIEW
What Is a One Person Company?
A One Person Company (OPC) is a corporate structure recognized under Section 2(62) of the Companies Act, 2013. It allows a single entrepreneur to incorporate a corporate entity with limited liability while retaining 100% control over management and shareholding.
Unlike a Sole Proprietorship where personal assets are at risk for commercial debts, an OPC is a distinct legal entity. Every OPC must also appoint a nominee (via Form INC-3) who automatically assumes ownership in case of the sole member's death or incapacity.
Check Your Eligibility →
Governing Law
Companies Act, 2013 (Sec 2(62))
Regulatory Body
Ministry of Corporate Affairs (MCA / RoC)
Minimum / Max Members
Exactly 1 Member
Directors
Min 1 Director (Max 15)
Nominee Requirement
Mandatory 1 Nominee (Form INC-3)
Minimum Capital
No Prescribed Minimum (₹0)
ELIGIBILITY
Who Can Register an OPC?
Eligibility is governed by Rule 3 of the Companies (Incorporation) Rules, 2014, including significant relaxations enacted under the 2021 amendments for Non-Resident Indians (NRIs).
| Criterion | Legal Requirement | Details & Relaxations |
|---|---|---|
| Citizenship | Natural Person & Indian Citizen | Only natural persons who are Indian citizens can form an OPC or act as a nominee. |
| Residency (2021 Amendment) | Resident in India or NRI | NRIs are eligible if they stayed in India for at least 120 days during the immediately preceding FY. |
| Age Requirement | 18 Years or Above | The sole member and the nominee must be majors (18+ years). Minors cannot hold shares or be nominees. |
| Single OPC Limit | Maximum 1 OPC per Person | A natural person cannot incorporate more than one OPC or be a nominee in more than one OPC simultaneously. |
| Director Requirement | Minimum 1 Director | The sole member can be the sole director. Maximum 15 directors can be appointed if needed. |
| Prohibited Activities | No NBFI / Section 8 Activities | An OPC cannot carry out non-banking financial investment activities or convert into a Section 8 (charitable) company. |
DOCUMENTATION
Documents Required for OPC Registration.
All documents must be clear, self-attested colour scans in PDF format under 2MB each for MCA SPICe+ submission.
✓
PAN Card of Member & Nominee
Mandatory primary identity proof for both the founder and the designated nominee.
✓
Identity Proof (Aadhaar / Passport)
Aadhaar card, valid passport, voter ID, or driving licence for identity verification.
✓
Residential Address Proof
Latest bank statement, electricity bill, or mobile bill (not older than 2 months).
✓
Nominee Consent (Form INC-3)
Mandatory written consent and KYC documents of the nominee agreeing to nomination.
✓
Registered Office Proof
Utility bill (electricity/gas/water < 2 months) + Rent agreement and Owner NOC.
✓
Digital Signature (Class 3 DSC)
CCA-approved Class 3 DSC for signing SPICe+ electronic forms and linked certificates.
SPICe+ PROCESS
Step-by-Step OPC Incorporation Journey.
Simplified 6-step MCA V3 incorporation workflow managed end-to-end by Corporate Mart professionals.
01
Obtain DSC
Procure Class 3 Digital Signatures for the proposed director and nominee.
02
Reserve Name
Apply for name reservation in SPICe+ Part A with "(OPC) Private Limited" suffix.
03
Draft MoA & AoA
Prepare e-MoA (INC-33), e-AoA (INC-34) and nominee consent in Form INC-3.
04
File SPICe+ Part B
Submit integrated incorporation application with DIN allotment, PAN and TAN.
05
AGILE-PRO-S
Integrated registration for GSTIN, EPFO, ESIC, Professional Tax & bank account.
06
Receive CoI
MCA issues Certificate of Incorporation with CIN, PAN & TAN in 7-10 days.
2021 AMENDMENT RULES
Grow Without Mandatory Conversion Ceilings.
The Companies (Incorporation) 2nd Amendment Rules, 2021 removed earlier restrictions, giving solo founders complete operational freedom.
No Turnover Ceiling
The earlier mandatory conversion threshold of ₹2 Crore turnover was eliminated. An OPC can achieve unlimited turnover without forced conversion.
No Capital Cap
The ₹50 Lakh paid-up capital cap was completely removed in 2021. You can maintain any level of capital as an OPC.
Voluntary Conversion (INC-6)
Convert your OPC into a Private Limited or Public Limited company at any time by filing Form INC-6 with RoC when bringing in co-founders.
Fundraising Readiness
When venture capital, institutional investment, or foreign FDI is required, seamless conversion to Private Limited takes just 15 to 30 working days.
AFTER INCORPORATION
Statutory Compliance for an Active OPC.
While an OPC enjoys major relaxations (no AGM, simplified MGT-7A return, only 2 board meetings per year), statutory compliance ensures active legal standing and avoids steep MCA penalties.
Get Compliance Support →
→
File Form INC-20A (Crucial)
Declaration of Commencement of Business within 180 days of incorporation.
→
Appoint Statutory Auditor (ADT-1)
First auditor appointed by board within 30 days of incorporation.
→
Annual Director KYC (DIR-3 KYC)
Annual verification for the director before September 30th.
→
File Financial Statements (AOC-4)
Submit audited balance sheet and P&L within 180 days of FY closure.
→
Simplified Annual Return (MGT-7A)
Exclusive simplified annual return for One Person Companies.
→
Corporate Income Tax (ITR-6)
File annual corporate income tax return before the statutory due date.
STRUCTURE COMPARISON
OPC vs Pvt Ltd vs LLP vs Sole Proprietorship.
Evaluate key structural, legal, and operational differences to pick the best legal framework for your business goals.
| Parameter | One Person Company (OPC) | Private Limited Company | Limited Liability Partnership (LLP) | Sole Proprietorship |
|---|---|---|---|---|
| Number of Members | Exactly 1 Member | Min 2, Max 200 | Min 2, No Max Limit | Only 1 Owner |
| Personal Liability | Limited to Capital | Limited to Capital | Limited to Contribution | Unlimited (Assets at risk) |
| Separate Legal Entity | Yes (Distinct CIN) | Yes (Distinct CIN) | Yes (Distinct LLPIN) | No (Entity is Owner) |
| Nominee Requirement | Mandatory (INC-3) | Not Required | Not Required | Not Applicable |
| AGM Requirement | Exempt (Sec 96(1)) | Mandatory Every Year | Not Applicable | Not Applicable |
| Equity & VC Funding | Convert to Pvt Ltd for VC | Strong Fit for VC/PE | Different Structure | Not Feasible |
| Corporate Tax Rate | 22% (Sec 115BAA) | 22% (Sec 115BAA) | 30% Flat Rate | Individual Slab Rates (up to 30%+) |
| Statutory Audit | Mandatory (Sec 139) | Mandatory (Sec 139) | Only if turnover > ₹40L | Only if turnover > ₹1Cr/₹2Cr |
WHY CORPORATE MART
More Than Registration. A Lifelong Business Partner.
We combine dedicated chartered accountants, corporate secretaries, and seamless digital workflows to make your incorporation frictionless.
End-to-End Guidance
From name availability checks and nominee consent drafting to SPICe+ filing and AGILE-PRO-S registrations, everything is handled under one roof.
Unified Workflow99.7% First-Time Approval
Names and MoA/AoA clauses are pre-screened against MCA and trademark databases to prevent avoidable query resubmissions and delays.
First-Time RightNominee Handled Perfectly
We draft the mandatory Form INC-3 nominee consent accurately—the critical step most solo founders miss—ensuring immediate perpetual succession.
Flawless CompliancePost-Incorporation Care
Our team guides you through INC-20A commencement of business, statutory auditor appointment (ADT-1), and annual ROC filing seamlessly.
Built for Long Term01Document Pre-check
02SPICe+ & DSC Prep
03MCA Portal Filing
04CoI & Post-Setup Support
FAQ
Frequently Asked Questions About OPC.
Clear answers to common questions about One Person Company registration, nominee rules, MCA procedures, and taxes.
What is a One Person Company (OPC)?+
An OPC is a hybrid business structure introduced under Section 2(62) of the Companies Act, 2013. It allows a single entrepreneur to own and manage a company with 100% shareholding, enjoying full limited liability protection and a separate legal identity.
Can one person be both the sole shareholder and director?+
Yes. In a One Person Company, the sole promoter can act as both the 100% shareholder and the sole director. You may also appoint up to 15 directors if required, but shareholding remains with the single member.
Why is a nominee mandatory for an OPC?+
Under Section 3(1)(c), appointing a nominee via Form INC-3 is mandatory to ensure perpetual succession. If the sole member passes away or becomes incapacitated, the nominee automatically steps into the member's shoes without legal disputes or company dissolution.
Can an NRI register an OPC in India?+
Yes. Following the Companies (Incorporation) 2nd Amendment Rules, 2021 (effective April 1, 2021), Non-Resident Indians (NRIs) holding Indian citizenship are eligible to incorporate an OPC, provided they have resided in India for at least 120 days during the immediately preceding financial year.
Is there any minimum paid-up capital requirement?+
No. The Companies (Amendment) Act, 2015 removed the minimum capital requirement. You can incorporate an OPC with any amount of subscribed capital, such as ₹10,000 or ₹1,00,000.
What is the difference between an OPC and a Sole Proprietorship?+
A Sole Proprietorship has no separate legal identity, meaning the owner's personal savings, house, and assets can be seized to pay off business liabilities. An OPC is a distinct legal entity where the member's liability is strictly limited to unpaid share capital.
Is an OPC required to hold an Annual General Meeting (AGM)?+
No. By virtue of the proviso to Section 96(1) of the Companies Act, 2013, an OPC is explicitly exempted from holding Annual General Meetings. All corporate resolutions are simply entered into the minute book and signed by the member.
Can an OPC raise equity funding or venture capital?+
Because an OPC is legally restricted to exactly 1 shareholder, it cannot directly issue equity shares to venture capital or angel investors. However, an OPC can easily convert into a Private Limited Company via Form INC-6 when equity investment is ready.
Are there mandatory conversion limits for turnover or capital?+
No. The 2021 amendment removed both the ₹50 Lakh capital ceiling and the ₹2 Crore turnover ceiling. An OPC can now operate indefinitely at any turnover scale without mandatory conversion.
What are the immediate post-incorporation compliances?+
Key post-incorporation steps include: opening the corporate bank account, depositing share capital, filing Form INC-20A (Commencement of Business) within 180 days, appointing the first auditor via Form ADT-1 within 30 days, and completing annual DIR-3 KYC.
