Quick answerA One Person Company is a private company with only one member, defined in section 2(62) of the Companies Act, 2013. Only a natural person who is an Indian citizen can incorporate an OPC, and since the 2021 amendment this includes Indian citizens living abroad. The founder names a nominee, who consents in Form INC-3, and the company is registered through SPICe+ with the Registrar of Companies. Its name ends with "(OPC) Private Limited".
- Law
- Section 2(62), Companies Act 2013
- Members
- 1 natural person, Indian citizen
- Nominee
- Required, consent in INC-3
- Typical time
- 7 to 15 working days
What an OPC is and who it suits
Before 2013, a single entrepreneur who wanted limited liability had to find a second shareholder, often a relative holding one share on paper. The OPC removed that fiction. It is a private company in every legal sense: a separate legal person, liable for its own debts, with perpetual succession through the nominee mechanism.
An OPC suits consultants, freelancers moving beyond a proprietorship, small manufacturers and traders, and founders who want to test an idea under a company before bringing in partners. It gives the credibility of a company name and registration, which matters to corporate customers, while keeping control with one person.
Who can form an OPC after the 2021 amendment
The Companies (Incorporation) Amendment Rules, 2021, effective 1 April 2021, changed eligibility significantly.
| Point | Current rule |
|---|
| Who can be the member | Only a natural person who is an Indian citizen, whether resident in India or not |
| Who can be the nominee | Only a natural person who is an Indian citizen, whether resident in India or not |
| Number of OPCs | A person can be a member of only one OPC and a nominee in only one OPC |
| Minors | Cannot be a member or a nominee, and cannot hold shares with beneficial interest |
| Directors | Minimum 1, maximum 15; the member can be the sole director |
| Resident director | Every company, including an OPC, needs at least one director who stayed in India for 182 days or more in the financial year |
| Restricted activities | Cannot carry on non-banking financial investment activity, including investing in securities of other bodies corporate, and cannot be a Section 8 company |
The last two rows trip up many founders who live abroad. The 2021 amendment allows an Indian citizen living abroad to own an OPC, but the company still needs a director who meets the 182-day residence test under section 149(3). If the founder is not in India for that long, a resident director must be appointed alongside.
The nominee: why it matters
Because there is only one member, the law requires a nominee who will become the member if the founder dies or becomes incapable of contracting. The nominee gives written consent in Form INC-3, which is filed with the incorporation papers, and the nominee's name is mentioned in the memorandum.
The nominee can withdraw consent, and the member can change the nominee at any time by amending the memorandum. The change is reported to the Registrar in Form INC-4. Choose a nominee who you trust and who is likely to be available and willing to take over, typically a spouse, adult child or sibling. Keep the nominee informed about the company's bank, tax and compliance details, because they may have to step in at short notice.
How we incorporate your OPC
- Name search: we check MCA and trademark records and propose names ending with "(OPC) Private Limited".
- DSC: a Class 3 digital signature is issued for the member and director.
- Drafting: the memorandum and articles are drafted with an objects clause that reflects your business and names the nominee.
- SPICe+ filing: INC-32 with e-MOA, e-AOA, INC-3 (nominee consent) and AGILE-PRO-S is filed, with stamp duty paid online. DIN, PAN and TAN are allotted through the same process.
- Certificate of incorporation: issued with the CIN, PAN and TAN after scrutiny by the Central Registration Centre.
- Post-incorporation: bank account, receipt of share capital, INC-20A within 180 days, and appointment of the first auditor within 30 days.
Ongoing compliance for an OPC
An OPC has a few relaxations compared with other private companies:
- No annual general meeting is required.
- If it has only one director, resolutions are entered in the minutes book and signed instead of holding board meetings. With more than one director, at least one board meeting is held in each half of the calendar year, with a gap of at least 90 days.
- The financial statements need not include a cash flow statement.
- The annual return in MGT-7A can be signed by the director where there is no company secretary.
Other obligations remain: statutory audit regardless of turnover, financial statements in AOC-4 within 180 days of the end of the financial year, the annual return, director KYC, the income tax return and GST returns if registered. Our ROC annual compliance service covers these on a fixed annual fee.
Growing out of an OPC
Before April 2021, an OPC had to convert into a private or public company once its paid-up capital exceeded ₹50 lakh or its average annual turnover exceeded ₹2 crore, and voluntary conversion was allowed only after two years. Both restrictions were removed. An OPC can now grow without any compulsory conversion, and can convert voluntarily at any time.
Founders usually convert when they bring in a co-founder or investor, because an OPC can have only one member. The conversion involves increasing members and directors, altering the memorandum and articles and filing with the Registrar. See OPC to private limited conversion for the process.
Common mistakes single founders make
- Treating company money as personal money: an OPC is a separate person. Withdrawals must be salary, reimbursement, loan or dividend, properly recorded, or they create tax and legal problems.
- Ignoring the residence test: founders who move abroad after incorporation sometimes forget that the company still needs a director resident in India for 182 days.
- A token nominee: naming someone who does not know about the company makes succession difficult if something happens to the founder.
- Skipping INC-20A: without the commencement declaration within 180 days, the company cannot start business or borrow, and penalties apply.
- Choosing an OPC for investment activity: an OPC cannot carry on non-banking financial investment activity, so a holding or investment vehicle needs a different structure.
We point these out at the start, because correcting them later costs far more than getting the structure right.
Cost of OPC registration
The cost covers DSC, MCA fees (nil for most small authorised capitals), stamp duty on the memorandum and articles (which varies by state and authorised capital) and professional fees. We quote all of these in writing before starting, and recommend an authorised capital that keeps stamp duty low while leaving room to grow.
Documents you need
For the member, director and nominee, and for the registered office:
- PAN card of the member, director and nominee
- Aadhaar, passport, voter ID or driving licence
- Recent bank statement or utility bill as address proof (not older than two months)
- Passport-size photographs
- Nominee consent in INC-3 with the nominee's PAN and address proof
- Registered office proof: utility bill and no-objection letter from the owner
- Rent agreement if the office is rented
How we handle it for you
Eligibility check
We confirm citizenship, residence and director requirements and agree the nominee.
Name and DSC
Name search, reservation and digital signature for the founder.
Drafting
Memorandum, articles and INC-3 prepared for your signature.
SPICe+ filing
Incorporation forms filed and followed until the certificate is issued.
First-year setup
Bank account, INC-20A, auditor appointment and a compliance calendar.
Why clients choose ProudLegal
Advocates who appear in courtYour matter is drafted and argued by enrolled advocates, not call-centre staff.
Company and tax filings in-houseCompany secretaries and tax professionals handle registrations and returns.
Fees agreed in writingYou receive a written fee quote before any work begins.
Updates on WhatsApp and emailEvery hearing date, filing and document is shared as it happens.
Please note: this page explains the law and procedure in general terms as on 30 October 2026. Fees, limits and timelines change, and the facts of each case matter, so take advice on your own papers before acting.
Frequently asked questions
Can an NRI register a One Person Company?
Yes. Since 1 April 2021 an Indian citizen living abroad can incorporate an OPC, but the company still needs at least one director who stays in India for 182 days or more in the financial year.
Can a foreign national form an OPC?
No. Only a natural person who is an Indian citizen can be the member or nominee of an OPC.
Is there a turnover limit for an OPC?
No. The earlier ₹50 lakh paid-up capital and ₹2 crore turnover limits that forced conversion were removed in 2021.
Can I have more than one OPC?
No. A person can be a member of only one OPC and a nominee in only one OPC at a time.
Who can be my nominee?
Any adult Indian citizen who consents in Form INC-3. Most founders choose a spouse, adult child, parent or sibling.
Does an OPC need an audit?
Yes. Every company, including an OPC, must have its accounts audited by a chartered accountant regardless of turnover.
Can an OPC raise investment?
Not as equity from others while it remains an OPC, because it can have only one member. It must convert into a private company to add shareholders.
Is an OPC taxed differently from a private company?
No. An OPC is taxed as a domestic company under income-tax law, at the same rates as other companies.
