A One Person Company (OPC) is a company with a single member, registered on the MCA portal through SPICe+ under the Companies Act, 2013. The member must be a natural person and Indian citizen, and must appoint a nominee. There is no minimum capital, and since 2021 an OPC can convert into a private limited company at any time.
What is a One Person Company?
A One Person Company is a private company owned by a single member. It gives a solo founder the same limited liability and separate legal identity as a private limited company, without needing a second shareholder. The name must include (OPC) Private Limited.
Because the member cannot act for the company forever, the law requires a nominee who becomes the member if the original member dies or becomes incapable of contracting.
Who can form an OPC?
- Only a natural person who is an Indian citizen can be the member or nominee.
- Since the 2021 amendment, NRIs can also form an OPC, and the residency test for an Indian resident was reduced to 120 days in the previous financial year.
- A person can be a member of only one OPC at a time, and a minor cannot be a member or nominee.
Key rules and restrictions
- An OPC cannot carry out non-banking financial activities, including investment in securities of other bodies corporate.
- It cannot be incorporated under Section 8 as a non-profit company.
- The earlier paid-up capital limit of Rs 50 lakh and turnover limit of Rs 2 crore, which forced conversion, were removed in 2021. Conversion is now voluntary.
- An OPC can have up to 15 directors, and the sole member can also be the sole director.
Short on time? Leegal can handle One Person Company for you, end to end.
Get expert help →How to register an OPC
- Obtain a digital signature for the member and proposed director.
- Reserve the name through SPICe+ Part A, ending with (OPC) Private Limited.
- Get the nominee's consent in Form INC-3 along with the nominee's ID and address proof.
- File SPICe+ Part B with e-MoA and e-AoA, registered office proof and director details. DIN is allotted through the form.
- File AGILE-PRO-S for GSTIN (if required), EPFO, ESIC and a bank account.
- Receive the Certificate of Incorporation with CIN, PAN and TAN, typically within 7 to 15 working days.
Compliance benefits and obligations
An OPC enjoys lighter compliance than a regular private company:
- No annual general meeting is required.
- It must hold at least one board meeting in each half of the calendar year, with a gap of at least 90 days between meetings. If there is only one director, meetings are not mandatory.
- A cash flow statement is not required as part of financial statements.
However, the OPC still must get its accounts audited, file AOC-4 and MGT-7A with the ROC, complete director KYC and file an income tax return every year.
Converting an OPC into a private limited company
When the business brings in a co-founder or investor, the OPC can convert into a private limited company by increasing its members to at least two and directors to at least two, altering its MoA and AoA, and filing the prescribed form with the ROC. Since 2021 there is no waiting period or turnover trigger, so conversion can happen whenever the business is ready.
Frequently asked questions
Can an NRI register a One Person Company in India?
Yes. Since the Companies (Incorporation) Amendment Rules, 2021, an NRI who is an Indian citizen can form an OPC. Foreign nationals who are not Indian citizens still cannot be the member or nominee of an OPC.
Who can be a nominee in an OPC?
The nominee must be a natural person, an Indian citizen and not a minor. The nominee's written consent is filed in Form INC-3 with the incorporation application. The member can change the nominee later by notifying the company and filing the prescribed form with the ROC.
Is audit mandatory for an OPC?
Yes. Like every company, an OPC must appoint a statutory auditor and get its financial statements audited each year, regardless of turnover. The audited accounts are then filed with the ROC in AOC-4 along with the annual return in MGT-7A.
Is there a turnover limit for One Person Companies?
No longer. The earlier limits of Rs 50 lakh paid-up capital and Rs 2 crore turnover, which made conversion compulsory, were removed in 2021. An OPC can now grow to any size and convert into a private or public company voluntarily.
OPC or sole proprietorship: which is better?
A sole proprietorship is cheaper and simpler but gives no limited liability, so the owner's personal assets are at risk. An OPC protects personal assets, has better credibility with banks and clients, and can convert into a private limited company later, at the cost of annual audit and ROC filings.
Let Leegal handle your One Person Company
Documentation, filing and follow-up by a dedicated expert, so you can focus on running your business.
- Dedicated point of contact
- Transparent pricing
- Pan-India service