What is a One Person Company (OPC)?
Limited liability protection for solo entrepreneurs
A One Person Company (OPC) is a company that has only one person as a member/shareholder. Introduced under the Companies Act, 2013, it allows a solo entrepreneur to operate a corporate entity with limited liability protection while maintaining complete control over the business.
An OPC combines the benefits of a company (limited liability, separate legal entity, perpetual succession) with the simplicity of a sole proprietorship (single owner control). It's ideal for entrepreneurs who want to start alone without bringing in partners but still want the credibility and protection of a registered company.
Single Ownership
Limited Liability
Separate Legal Entity
Perpetual Succession
Key Features
Easy Funding
Better access to bank loans compared to proprietorship. Can raise funds through directors.
Less Compliance
Exempted from certain requirements like holding board meetings (in some cases) and AGM.
Business Continuity
Nominee takes over in case of original owner's death ensuring business continuity.
Tax Benefits
Eligible for corporate tax benefits and deductions under the Income Tax Act.
Enhanced Credibility
Higher trust among customers, vendors, and banks compared to sole proprietorship.
Conversion Ready
Can be easily converted to Private Limited Company when business grows and needs partners.
Important to Know
Key requirements for OPC registration:
- Only One Member: OPC can have only one shareholder/member
- One Director: Minimum and maximum 1 director (can have up to 15)
- Nominee Mandatory: Must appoint a nominee who takes over in case of death
- Resident Requirement: Only a natural person who is Indian citizen and resident can form OPC
- Conversion Threshold: Must convert to Pvt Ltd if paid-up capital exceeds ₹50 lakhs or turnover exceeds ₹2 crores
Pricing Breakdown
Starts from ₹2,499 + GST (Government Fees and Stamp Duty Extra)
| Fee Component | Approximate Charges |
|---|---|
| SPICe+ Part A (Name Reservation) | ₹1,000 per application |
| SPICe+ Part B (up to ₹15 lakh capital) | ₹0 (most startups qualify) |
| SPICe+ Part B (₹15L – ₹50L capital) | ₹2,000 – ₹10,000 (scaled by capital) |
| Stamp Duty (MOA + AOA) | ₹1,000 – ₹5,000+ (varies by state) |
| DSC* (per director) | ₹1,500 + GST (if necessary) |
| Professional Fees | ₹2,499 + GST |
- * DSC per Partner (if required).
- Invoices will be issued and service will be initiated on receipt of initial payment of ₹2,499 + GST.
All fees, government charges, and estimated costs mentioned above are indicative in nature and should not be interpreted as a final or legally binding quotation. Actual pricing may differ based on the scope of work, documentation requirements, and overall complexity of the engagement.
Professional fees for consultation, drafting, filing, compliance support, and representation are charged separately from statutory and government levies. Final professional charges may vary depending on factors such as transaction complexity, disputed value (if applicable), regulatory requirements, and the extent of representation or hearings involved.
Who Should Register an OPC?
Perfect for solo entrepreneurs and individual professionals
Solo Entrepreneurs
Freelancers & Consultants
Small Business Owners
Developers & Designers
Traders & Service Providers
Startup Founders
Eligibility Criteria
- Member/Shareholder: Only 1 (natural person)
- Directors: 1 minimum (can have up to 15)
- Citizenship: Only Indian citizens can form OPC
- Residency: Must be resident in India (stayed 182+ days)
- Nominee: Mandatory (must be Indian citizen & resident)
- Age: Must be at least 18 years old
Documents Required for OPC Registration
Documents needed for One Person Company registration
For the Member/Director
- PAN Card Self-attested copy of the sole member
- Aadhaar Card Self-attested copy for identity verification
- Passport Size Photo Recent colored photograph with white background
- Address Proof Any one:
- Passport
- Voter ID
- Driving License
- Utility Bill
- Bank Statement Latest 3 months bank statement or cancelled cheque
For the Nominee
Nominee documents are mandatory for OPC
Nominee Identity Proof
- PAN Card self-attested copy
- Aadhaar Card self-attested copy
- Recent passport size photo
Nominee Address Proof
- Passport/Voter ID/Driving License
- Utility bill (not older than 2 months)
- Bank statement (latest 3 months)
Consent & Declarations
- Nominee consent in Form INC-3
- Declaration from member
- Affidavit from subscriber
Important Document Tips
Document Checklist
- PAN Card
- Aadhaar Card
- Passport Photo
- Address Proof
- Bank Statement
- Nominee PAN & Aadhaar
- Nominee Photo & Address Proof
- Office Rent Agreement/NOC
- Office Utility Bill
- Consent Forms
Incorporation Timeline
What happens day by day, from DSC to Certificate of Incorporation
- Day 1–2
Digital Signature Certificate (DSC) Issuance
The sole director applies for a Class 3 DSC through licensed providers such as eMudhra, Sify, or Capricorn. Aadhaar-based eSign verification is usually completed within a few hours, while USB token-based issuance may take 1–2 working days. The nominee does not require a DSC.
- Day 3–4
Company Name Reservation
Proposed company names are submitted through RUN or SPICe+ Part A. OPC names must end with "(OPC) Private Limited". Approval generally takes 1–3 working days, provided the names comply with MCA naming rules and trademark guidelines. In case of rejection, a fresh application with alternate names must be submitted.
- Day 5–9
Documentation & SPICe+ Preparation
MoA and AoA are drafted by the CA/CS, including business activity clauses and the nominee succession mechanism. Form INC-3 (nominee consent) is signed and notarised by the proposed nominee. SPICe+ Part B is prepared with director details, registered office information, and other incorporation particulars. Applicable stamp duty is calculated and paid during this stage.
- Day 10–12
Filing of Incorporation Forms
Incorporation documents and linked forms (including INC-3) are uploaded on the MCA portal using the director’s DSC. After submission, an Application Reference Number (ARN) is generated. Aadhaar-authenticated filings are typically processed more quickly.
- Day 12–20
Registrar Review & Incorporation Approval
The Registrar of Companies (RoC) reviews the application, attached documents, nominee consent, and registered office proof. Additional clarifications or resubmissions may be requested if discrepancies are identified. Upon approval, the Certificate of Incorporation (CoI) is issued, and PAN/TAN are generated automatically.
Post-Incorporation Compliance Costs
Obtaining the Certificate of Incorporation is only the first step. Newly incorporated One Person Companies are required to complete several mandatory compliances within the initial months of operation, many of which involve additional statutory or professional costs.
| Compliance Requirement | Timeline | Approx. Cost / Notes |
|---|---|---|
| Commencement of Business Filing (INC-20A) | Within 180 days from incorporation | MCA filing fee is approximately ₹500. The OPC must first open its bank account and deposit the subscribed share capital before filing the declaration. |
| Auditor Appointment (ADT-1) | Within 30 days from incorporation | MCA filing fee is approximately ₹300. Statutory audit fees charged by CAs generally range between ₹5,000–20,000 annually depending on turnover and business complexity. |
| DIR-3 KYC for the Director | Annually before 30 September | No government fee if filed within the due date. Delayed filing attracts a late penalty of ₹5,000 for the director. |
| GST Registration (where applicable) | Prior to commencement of taxable business activity | Government filing fee is nil. Professional assistance for GST registration typically ranges from ₹1,000–3,000. |
| OPC Bank Account & Share Capital Deposit | Immediately after incorporation | Most banks do not charge account opening fees for companies. The subscribed share capital must generally be deposited into the OPC bank account after incorporation. |
| Conversion Threshold Monitoring | Ongoing | An OPC must convert into a Private Limited Company if paid-up share capital exceeds ₹50 lakh or average annual turnover crosses ₹2 crore. Conversion is mandatory and requires fresh MCA filings (INC-5 / INC-6). |
| Company Seal, Stamp & Basic Stationery | As required | Expenses for company seal, rubber stamp, and initial stationery/letterhead printing generally range between ₹500–1,000. |
Our OPC Registration Process
Step-by-step guide to register your One Person Company
Document Collection
We collect documents from both the member and nominee, verify them for accuracy.
- Collect member documents
- Collect nominee documents
- Verify office address proof
DSC & DIN Application
We apply for Digital Signature Certificate and Director Identification Number for the member.
- Apply for DSC
- File DIR-3 for DIN
- Complete verification
Name Approval
We file RUN form to get your OPC name approved by MCA.
- Conduct name search
- File RUN with 2 proposed names
- Get name approval
SPICe+ Form Filing
We file the integrated SPICe+ form for OPC incorporation, PAN, TAN, and other registrations.
- Fill incorporation details
- Upload MOA, AOA, and documents
- File nominee consent (Form INC-3)
- Digital signature of documents
Incorporation & Certificates
MCA reviews and approves the application. We receive Certificate of Incorporation.
- MCA processing and approval
- Receive Certificate of Incorporation
- Get PAN and TAN for OPC
Post-Incorporation
We assist with bank account opening and first compliance requirements.
- Open company bank account
- File declaration of commencement
- Set up compliance calendar
Processing time may vary based on MCA workload and document verification.
Important to Know
Important OPC Restrictions- Only natural persons who are Indian citizens and residents can form OPC
- A person can be member of only one OPC at a time
- OPC cannot carry out Non-Banking Financial Investment activities
- OPC cannot convert voluntarily into any kind of company unless 2 years have passed
- Mandatory conversion to Pvt Ltd if paid-up capital exceeds ₹50 lakhs or turnover exceeds ₹2 crores
- Minor cannot become member or nominee of OPC
Frequently Asked Questions
A One Person Company (OPC) is a type of private limited company that has only one person as its member/shareholder. It allows a solo entrepreneur to enjoy the benefits of limited liability and separate legal entity while maintaining complete control over the business. An OPC requires a nominee who takes over in case of the member's death or incapacity.
Only a natural person who is an Indian citizen and resident in India can form an OPC. Resident means the person must have stayed in India for at least 182 days during the immediately preceding financial year. A person can be a member of only one OPC at a time. Minors cannot form or be nominees in an OPC.
A nominee is a person appointed by the OPC member who becomes a member of the company in case of the death or incapacity of the original member. The nominee must also be an Indian citizen and resident. The nominee's consent is mandatory and filed with MCA during registration. The nominee can be changed anytime by filing the required form.
Key advantages: (1) Limited liability - personal assets are protected. (2) Separate legal entity - business has its own identity. (3) Perpetual succession - continues through nominee. (4) Better credibility - customers and banks trust companies more. (5) Easy funding - better access to loans. (6) Tax benefits - corporate tax advantages.
Yes, while an OPC can have only one member/shareholder, it can have up to 15 directors (more with special resolution). However, there must be at least one director who is the member. Additional directors can be appointed for operational convenience but they don't have ownership rights.
An OPC must mandatorily convert to a Private Limited Company within 6 months if: (1) Its paid-up share capital exceeds ₹50 lakhs, OR (2) Its average annual turnover exceeds ₹2 crores for 3 consecutive financial years. Voluntary conversion is allowed only after 2 years from incorporation.
OPC annual compliance includes: (1) Filing Annual Return (Form MGT-7A) within 60 days of end of financial year. (2) Filing Financial Statements (Form AOC-4) within 30 days of end of 6 months from financial year end. (3) Statutory audit by Chartered Accountant. (4) Income Tax Return filing. (5) DIR-3 KYC for directors.
No, NRIs and foreign nationals cannot form an OPC. Only Indian citizens who are residents in India can form a One Person Company. However, NRIs and foreign nationals can be directors in regular Private Limited Companies or partners in LLPs with certain conditions.
OPC cannot engage in: (1) Non-Banking Financial Investment activities including investment in securities of any body corporates. (2) Any business that requires mandatory registration under specific Acts with minimum capital requirements. (3) Activities prohibited for companies. It's primarily meant for operating businesses, not investment holding.
OPCs are taxed similarly to other companies: (1) Income tax at 25% (if turnover ≤ ₹400 crores) or 30% plus applicable surcharge and cess. (2) Minimum Alternate Tax (MAT) at 15% on book profits. (3) No dividend distribution tax (DDT) has been abolished; dividends taxed in recipient's hands. (4) Various deductions available under Income Tax Act for companies.
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