Incorporation of a One Person Company under Section 2(62) of the Companies Act 2013, enabling a sole promoter to operate through a limited-liability corporate vehicle.
Discuss your requirementsA One Person Company (OPC) is a class of private limited company introduced by the Companies Act 2013, having a single shareholder. It allows a sole promoter to enjoy the benefits of limited liability and separate legal personality without the requirement of a second shareholder.
The promoter is required to nominate a person who, in the event of the promoter's death or incapacity, will become the member of the OPC. The nominee must meet the eligibility requirements in Rule 3 of the Companies (Incorporation) Rules and give consent in Form INC-3.
The OPC structure is suited to solo founders who require limited liability but do not yet require, or wish to involve, additional shareholders. Since the Companies (Incorporation) Second Amendment Rules 2021 took effect on 1 April 2021, an OPC is no longer required to convert on crossing any capital or turnover threshold; it may convert voluntarily to a private or public limited company at any time, which typically happens when co-founders or investors come on board.
The Companies (Incorporation) Second Amendment Rules 2021, effective 1 April 2021, reshaped the OPC regime. Three changes matter in practice:
A solo founder planning to bring in co-founders or investors within a year is often better served incorporating a private limited company from the start. The full comparison, including LLPs, is in our guide to private limited vs LLP vs OPC and the startup legal guide.
Engagements in this area generally involve some or all of the following work. The actual scope is set out in the engagement letter once the matter is understood.
Discussion of the promoter's business plans, eligibility, and the proposed nominee.
Collection of identity, address and photograph documents from the promoter and the nominee, procurement of DSC and DIN.
Preparation of the MOA, AOA, nominee consent in INC-3, and all SPICe+ linked forms.
Electronic filing of SPICe+ with the Registrar of Companies, accompanied by government fees and stamp duty.
Issuance of the Certificate of Incorporation, PAN and TAN. The OPC may commence business after filing Form INC-20A.
The Registrar of Companies typically issues the Certificate of Incorporation within seven to twelve business days of filing.
Only a natural person who is an Indian citizen may incorporate an OPC. Since the 2021 amendment to the incorporation rules, this includes non-resident Indians: an Indian citizen may incorporate an OPC whether resident in India or otherwise. The 120-day definition of residency does not exclude an otherwise eligible NRI. A person may be a member of only one OPC at a time.
The earlier rule forcing conversion at Rs. 50 lakh paid-up capital or Rs. 2 crore turnover was abolished with effect from 1 April 2021. An OPC may now grow without any mandatory conversion, and may convert voluntarily to a private or public limited company at any time by altering its memorandum and articles and filing Form INC-6.
The nominee, on the promoter's death or incapacity, becomes the sole member of the OPC. The nomination may be changed by the promoter at any time by following the prescribed procedure.
An OPC may not carry out non-banking financial investment activities or invest in securities of any body corporate.
A sole proprietorship is not a separate legal entity. The proprietor is personally liable for the debts of the business. An OPC is a body corporate with separate legal personality and limited liability for its sole member.
Yes. An OPC may have up to fifteen directors, but only one shareholder. The shareholder is typically also a director.
A foreign national (a non-citizen) cannot. A non-resident Indian can: since the 2021 amendment to the incorporation rules, any natural person who is an Indian citizen, whether resident in India or not, may incorporate an OPC. The 120-day definition of residency is not a minimum-stay condition for an eligible NRI to incorporate an OPC.
Yes. An OPC is required to have its accounts audited annually, irrespective of turnover. Its annual return is filed in the abridged Form MGT-7A applicable to OPCs and small companies, alongside the financial statements in Form AOC-4.
It no longer must. The mandatory conversion thresholds of Rs. 50 lakh paid-up capital and Rs. 2 crore average turnover were abolished with effect from 1 April 2021, along with the two-year waiting period for voluntary conversion. An OPC now converts when the promoter chooses, typically when co-founders join or investors require a conventional private limited structure, by altering its memorandum and articles and filing Form INC-6.
The government components mirror a private limited company: the MCA incorporation filing fee is nil for authorised capital up to Rs. 15 lakh, name reservation through SPICe+ Part A costs Rs. 1,000, stamp duty varies by state, and one digital signature certificate is needed for the sole promoter at market rates. Professional fees are quoted in writing after the consultation, with every component itemised.
As a company, not as an individual. The corporate rates apply: 25% for companies with turnover up to Rs. 400 crore, or the concessional 22% regime under Section 115BAA, plus surcharge and cess. There is no slab benefit as there is for individual proprietors, which is one of the trade-offs to weigh against the limited liability an OPC provides.
The words "(OPC) Private Limited" form part of the registered name, for example "GlowMint Ventures (OPC) Private Limited". This suffix is required by the Companies Act and appears on the certificate of incorporation, letterheads and invoices.
Discuss your circumstances with Adv. Shubham Kumar at the Delhi practice. Consultations are available remotely for Indian law matters.
Content updated 5 October 2026. General information; advice depends on the facts and applicable law.
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