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One Person Company (OPC) Registration

Corporate structure and limited liability for a solo founder.

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OPCs incorporate through the same SPICe+ process as a Private Limited Company, so MCA charges no ROC filing fee where authorised share capital is up to โ‚น15 lakh โ€” the great majority of OPCs fall within this band and pay only a nominal PAN/TAN charge. Beyond โ‚น15 lakh, slab-based ROC fees apply under the Companies (Registration Offices and Fees) Rules, 2014. Stamp duty varies by state, and professional fees for filing apply separately.

What is One Person Company (OPC) Registration?

A One Person Company (OPC) lets a single founder incorporate a company with limited liability protection โ€” combining the simplicity of a sole proprietorship with the legal separateness of a corporate entity, registered under the Companies Act, 2013.

An OPC is incorporated under the same SPICe+ process as a Private Limited Company, but with a single shareholder who also acts as director, plus a mandatory nominee who agrees in writing to take over the company's membership if the sole member dies or becomes incapacitated.

OPCs carry a few structural limitations worth planning around: an OPC cannot directly convert into a Section 8 (non-profit) company and cannot be incorporated for certain regulated financial activities โ€” and, most relevantly for founders eyeing fundraising, cannot issue shares to outside investors while remaining an OPC, which is why many OPCs convert to a Private Limited Company once they raise external capital or cross prescribed turnover/capital thresholds.

Who Needs It

Solo founders wanting limited liability without bringing in a co-founder
Freelancers/consultants formalising their practice into a company
Single-owner businesses planning to eventually convert to a Private Limited Company
Solo founders who want the option to convert to a Private Limited Company as the business scales
Individual proprietors who want to formally separate personal and business liability

Types & Categories

One Person Company (OPC)

Corporate structure with limited liability and a single shareholder-director; suited to solo founders wanting formal recognition without a co-founder.

Sole Proprietorship

Simpler and cheaper to set up, but offers no separation between the owner and the business โ€” personal assets remain fully exposed to business liabilities.

Private Limited Company

Requires a minimum of two shareholders but allows direct equity fundraising โ€” the natural next step once an OPC needs external investors.

Key Benefits

Limited liability protection with only one shareholder required
More credible corporate structure than a sole proprietorship for larger clients
Simplified compliance compared to a full Private Limited Company
Full managerial control remains with the single owner
Easier annual compliance than a full Private Limited Company in certain respects, such as exemptions available on select filing requirements

Documents Required

  • Identity and address proof of the sole owner and nominee
  • Registered office address proof
  • Digital Signature Certificate (DSC)
  • PAN and Aadhaar of the sole member and nominee
  • Nominee's written consent (Form INC-3)

Our Process

1

Name Reservation

We reserve the OPC's name including the mandatory 'OPC' suffix.

2

Nominee Consent Documentation

We prepare the nominee's Form INC-3 consent, a mandatory part of the OPC application.

3

SPICe+ Filing

The incorporation application is filed along with the nominee's consent.

4

Certificate of Incorporation

On approval, the Certificate of Incorporation, PAN, and TAN are issued.

5

PAN, TAN & Bank Account

We help set up the company's PAN-linked bank account post-incorporation.

6

Compliance Calendar Setup

We set up your annual ROC filing and board meeting compliance calendar from day one.

Frequently Asked Questions

What is the nominee's role?

The nominee steps in to take over the OPC in the event of the sole member's death or incapacity โ€” they must consent in writing at incorporation.

Can an OPC be converted into a Private Limited Company?

Yes โ€” conversion is permitted, and is in fact common once an OPC seeks outside equity investment or crosses the prescribed paid-up capital/turnover thresholds that trigger mandatory conversion.

Can an NRI or foreign national incorporate an OPC?

Current rules permit this subject to residency conditions for the sole member/nominee being met; we assess eligibility based on your specific residency status.

Can one person hold more than one OPC?

No โ€” an individual can be a member of only one OPC at a time, which prevents using multiple OPCs to route around the single-shareholder structure.

Is a statutory audit mandatory for an OPC?

Yes, an OPC must appoint a statutory auditor and get its accounts audited annually, similar to a Private Limited Company, though certain other compliance items are lighter.

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