One Person Company,under the Companies Act, 2013.
A separately-recognised legal person, owned by one shareholder, with limited liability and an indefinite life of its own — preserved through a mandatory nominee. The corporate structure for the solo founder.
Begin your OPC registration now.Twelve-minute online form. No payment until you have seen the full fee.
How an OPC is formed
From the first form filed to the certificate in your hand.
How the SPICe+ filing works
An OPC is incorporated through SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) on the MCA21 portal — the same combined web form used for a Pvt Ltd. The form covers name reservation, incorporation, DIN allotment, PAN, TAN, EPFO, ESIC, GST registration, and bank account opening in one workflow. The OPC-specific addition is Form INC-3, the nominee's consent.
The forms in the bundle
- SPICe+ Part AName reservation. Two proposed names submitted in priority order; MCA approves one within 1–3 working days.
- SPICe+ Part BThe incorporation form proper. Carries the sole member's details, capital structure, registered office, and the nominee's identification.
- INC-3Nominee consent — a written declaration by the nominee accepting their nomination. Mandatory and OPC-specific.
- INC-9Statutory declaration by the subscriber and director affirming compliance with the Companies Act provisions.
- INC-33 / INC-34The e-Memorandum and e-Articles of Association, generated from the company's chosen object, capital, and operational clauses.
- AGILE-PRO-SAllied registrations — PAN, TAN, EPFO, ESIC, profession tax (where applicable), GST (optional), and bank account opening.
Every form is digitally signed by the sole member-director using a Class 3 DSC, and SPICe+ is certified by a practising professional who affixes a digital signature and a UDIN generated through the ICSI portal.
Documents you will need to send
The online form walks each step at the right moment, with format checks and DigiLocker pulling most identity documents automatically.
For you (sole member & director)
- PAN card
- Aadhaar (Indian residents) or apostilled passport (NRI)
- Latest address proof — bank statement or utility bill
- Passport-size photograph
- Specimen signature
For the nominee
- PAN card
- Aadhaar card
- Latest address proof
- Passport-size photograph
- Form INC-3 consent (we provide a fillable template)
For the registered office
- Latest utility bill (within two months)
- No-Objection Certificate from the owner, if rented or residential
- Rental agreement, if the premises is rented
About fifteen minutes of gathering, give or take.
The 10–15 day timeline
Ten to fifteen working days from the date the documents are complete. The pace is set largely by MCA processing times at each stage.
- Days 1–2
Online filing, payment, and DSC video KYC
You complete the online form, e-sign the engagement letter via Aadhaar, and pay. DSC video KYC is scheduled — a 15-minute slot via webcam. The nominee's INC-3 consent template is sent for offline signature.
- Days 2–3
Document upload and validation
DigiLocker pulls KYC where available; you upload office address proof, the NOC, and the nominee's signed INC-3. Each document is validated for MCA acceptability.
- Days 3–5
Name reservation
Two proposed names submitted via SPICe+ Part A. We run a real-time MCA database check and a basic trademark check before submission. MCA typically approves within 1–3 working days.
- Days 5–8
MoA, AoA, declarations drafted
Object clauses tailored to your business; AoA drafted with OPC-specific provisions. INC-9 declaration, DIR-2 director consent, MBP-1 disclosure of interest, and the INC-3 nominee consent are all assembled and e-signed via Aadhaar.
- Days 8–10
SPICe+ filed under our hand
Once the name is approved, the full SPICe+ Part B + AGILE-PRO-S bundle, with INC-3 attached, is filed. Bhargav Rajurkar, as Practising Company Secretary, signs the form, generates a UDIN, and submits.
- Days 10–15
MCA approval and delivery
MCA processes within 2–5 working days. The Certificate of Incorporation (Form INC-11), MoA, AoA, PAN, and TAN are delivered to your dashboard. Hard copies are couriered to the registered office.
The fee, all in
The professional fee follows a single rule. Government fees and state-specific stamp duty are passed through at exact cost; the online form shows the all-in number before any payment.
₹9,000 or 1% of authorised capital,whichever is higher.
For authorised capital up to ₹9 lakh, the professional fee is ₹9,000 — the floor. Above that, the fee scales at one per cent of the authorised capital declared in the company's Memorandum.
Government fees, passed through at cost
Paid to the State and Central Government — not to us — and variable by State of registered office and authorised capital.
₹1 lakh AC, Karnataka
| MCA filing fees | ₹500 |
| Stamp duty (MoA + AoA) | ₹1,200 |
| DSC procurement | ₹1,500 |
| Total pass-through | ≈ ₹3,200 |
₹10 lakh AC, Maharashtra
| MCA filing fees | ₹1,500 |
| Stamp duty (MoA + AoA) | ₹3,800 |
| DSC procurement | ₹1,500 |
| Total pass-through | ≈ ₹6,800 |
The first 180 days after MCA approval
The Certificate of Incorporation is the start of the OPC's statutory life. The first 180 days carry their own filings and resolutions, all bundled into the standard incorporation engagement.
ADT-1 — auditor appointment (within 30 days)
The first auditor is appointed by the Board within 30 days of incorporation; ADT-1 is filed with the Registrar.
First board meeting (within 30 days)
An OPC's board may consist of one director — the sole member. Where there is only one director, no board meeting is required for that period; resolutions are recorded by the sole director and entered in the minutes book (Section 122).
Bank account opened
We provide an introduction letter and certified copies of CoI, MoA, AoA, and the INC-3. Account opening is completed by you with the chosen bank.
Allotment of subscriber shares (within 60 days)
The sole member is allotted shares as per the MoA subscription clause. A share certificate is issued under the seal of the company.
INC-20A — declaration of commencement (within 180 days)
Declaration that the subscribed share capital has been received. Filed within 180 days of incorporation. Without it, the company cannot commence business or borrow.
Year one calendar
- First board meeting (if more than one director)Within 30 days
- DIR-3 KYC for the directorBy 30 September
- First AGMWithin 9 months of FY end
- AOC-4 (financials)Within 30 days of AGM
- MGT-7A (small-company annual return)Within 60 days of AGM
- Income tax return (ITR-6)By 31 October (audit cases)
Understanding the OPC
The structural background — read at your pace, in any order.
What an OPC actually is
A One Person Company is defined under Section 2(62) of the Companies Act, 2013, as a company which has only one person as a member. Introduced in 2013, the OPC was designed to give a single founder access to corporate-structure benefits — separate legal entity, limited liability, perpetual succession — without the need for a co-founder or partner.
Separate legal entity
The OPC exists in law as a person distinct from its sole member. It can own property, contract, sue and be sued, and hold a bank account in its own name.
Limited liability
The sole member's liability is limited to the amount unpaid on the shares held. Personal assets are ringfenced from company debts, with the narrow exceptions of fraud, personal guarantees, and certain statutory liabilities.
Perpetual succession
The OPC survives the death or incapacity of its sole member through the mandatory nominee — who steps in as the new member to continue the company without a winding up.
Lighter governance
An OPC can have one director and one shareholder (often the same person), needs no AGM, and files MGT-7A in place of the standard MGT-7. Where it has only one director, board meetings are dispensed with.
The mandatory nominee
Every OPC must have a nominated person (the nominee) who will step in as the sole member if the original member dies or becomes incapable of contracting. This is the structural device that gives the OPC perpetual succession despite having a single owner.
Who can be a nominee
The nominee must be a natural person, an Indian citizen — and as of the Companies (Incorporation) Second Amendment Rules, 2021, the residency requirement was reduced; an NRI may also be nominated. The nominee must be of legal age to contract and may not be a minor. A person can be the nominee for only one OPC at a time.
The MoA and the AoA
An OPC has the same two constitutional documents as any other company — the Memorandum of Association and the Articles of Association. They are filed at incorporation and remain binding for the company's life.
The OPC's MoA additionally records the nominee's name and consent reference. The AoA carries OPC-specific provisions — particularly around board procedure, member resolutions (recorded in the minutes book in lieu of meetings where there is only one director), and the steps to follow if a conversion to another form of company is sought later.
What sets the OPC's articles apart
- i.
Sole-member procedure
Provisions allowing decisions to be taken by the sole member and recorded in the minutes book — without the need for a meeting (Section 122).
- ii.
Nominee provisions
The mechanism by which the nominee replaces the sole member in the event of the member's death or incapacity.
- iii.
Conversion enabling clauses
Provisions allowing the OPC to be converted to a Pvt Ltd or Public Ltd voluntarily at any time, without crossing any threshold.
Shares and capital
As with any company, capital sits in two layers. Authorised capital is the ceiling fixed in the MoA — the maximum the OPC can issue. Paid-up capital is what is actually issued to the sole member and paid for. The two need not match.
The single-shareholder rule
An OPC has exactly one shareholder. New shareholders cannot be admitted — admission of a second shareholder is the trigger for conversion to a Pvt Ltd. Until conversion, the sole member holds all the shares.
Conversion to Pvt Ltd
The Companies (Incorporation) Second Amendment Rules, 2021, removed the earlier mandatory-conversion thresholds (paid-up capital exceeding ₹50 lakh or annual turnover exceeding ₹2 crore in three consecutive years). An OPC may now be converted into a Pvt Ltd or Public Ltd voluntarily at any time after two years of incorporation, without having crossed any size threshold. The conversion preserves the company's history and continues operations.
What you gain, and what it costs you
Corporate structure for one person
An OPC gives a single founder access to limited liability and a separate legal entity — without the need for a co-founder. The closest single-founder alternative, sole proprietorship, gives no liability protection and no separate identity.
Lighter compliance than a Pvt Ltd
OPC files MGT-7A (small-company annual return) in lieu of MGT-7. No AGM is required. Where there is only one director, no board meetings are needed; the sole director records resolutions in the minutes book under Section 122.
Perpetual succession via nominee
The mandatory nominee preserves continuity. On the member's death, the nominee steps in seamlessly — no winding up, no forced sale of assets, no contract renegotiations.
Convertible to Pvt Ltd
The OPC can be converted to a Pvt Ltd voluntarily at any time after two years of incorporation. This makes the OPC a viable starting structure for solo founders who may bring on co-founders or external investors later.
Tax-favourable for small operations
Profits are taxed at the standard corporate rate (or the concessional rates available to companies meeting the conditions). Dividends are taxed in the shareholder's hands. Specific rates and elections sit with your CA — we do not file taxes.
And the trade-offs, honestly
Cannot raise external equity
An OPC cannot have a second shareholder. Angel and venture investments are simply not available in this form. Plan to convert to Pvt Ltd before any external round.
Mandatory statutory audit
As with any company, an OPC must be audited every year regardless of revenue. There is no turnover-based exemption.
Two-year cooling period for conversion
An OPC cannot voluntarily convert to a Pvt Ltd or Public Ltd before completing two years from incorporation (subject to limited exceptions). This is a real constraint if your roadmap requires faster restructuring.
Cannot conduct certain activities
An OPC cannot carry on Non-Banking Financial Investment activities, including investment in securities of any body corporate. It also cannot be incorporated or converted into a Section 8 company (charitable).
OPC compared to Pvt Ltd, LLP, and the rest
The choice of structure follows from how the venture is to be run, funded, and held.
| Variable | Pvt Ltd | LLP | OPC | Sole Prop | Partnership |
|---|---|---|---|---|---|
| Min / max members | 2 / 200 | 2 / no max | 1 / 1 | 1 | 2 / 50 |
| Liability of owners | Limited | Limited | Limited | Unlimited | Unlimited |
| Separate legal entity | Yes | Yes | Yes | No | No |
| Statutory audit | Mandatory | Above thresholds | Mandatory | Per IT Act | Per IT Act |
| Annual compliance cost | ₹15–22K | ₹10–14K | ₹13–17K | Negligible | ₹3–6K |
| Corporate tax | 22–30% | 30% | 22–30% | Slab | 30% |
| ESOPs | Yes | Difficult | No | No | No |
| External funding (VC, FDI) | Strong | Limited | Limited | Limited | Limited |
| Conversion path | → Public Ltd | → Pvt Ltd | → Pvt Ltd at thresholds | → any | → LLP |
If you are still weighing the choice, the firm publishes a six-question entity assessment that returns a recommendation with reasoning. Take the assessment →
What the OPC will file every year
An OPC observes the same recurring cycle of filings and disclosures as any company, but with the small-company dispensations that come from being a single-shareholder entity.
- AOC-4Section 137Within 30 days of (deemed) AGMAnnual filing of audited financial statements. Although an OPC is not required to hold an AGM, a deemed AGM date is reckoned from the financial year-end for filing purposes.
- MGT-7ASection 92Within 60 days of (deemed) AGMAnnual return for small companies and OPCs. A simplified version of MGT-7, applicable to OPCs by virtue of their single-shareholder structure.
- DIR-3 KYCBy 30 September each yearAnnual KYC for the director with an active DIN. Failure to file deactivates the DIN; reactivation costs ₹5,000.
- Board meetingsSection 173(5)Two per year (one in each half)An OPC with one director is exempt from the meeting requirement (Section 122). An OPC with more than one director must hold a minimum of two meetings, one in each half of the year, with a minimum gap of 90 days.
- Statutory auditAnnuallyMandatory regardless of revenue. The auditor is appointed for a five-year term at the deemed first AGM.
- Income tax return (ITR-6)By 31 October (audit cases)Corporate income-tax return.
Choosing a name and a registered office
The name
The proposed name must end with the words "OPC Private Limited" — a Pvt Ltd's suffix prefixed by "OPC" to identify the structure. The name must not be identical or too similar to an existing company, LLP, or registered trademark in the relevant class (Rule 8 of the Companies (Incorporation) Rules, 2014). It must not contain restricted words — Bank, NBFC, Insurance, Mutual Fund, Stock Exchange, Government — without prior approval from the relevant regulator.
We submit two proposed names in priority order via SPICe+ Part A; one free resubmission is available if both are rejected.
The registered office
Every OPC must have a registered office in India from the date of incorporation. The premises may be commercial, residential, or a virtual office service. A residential address requires a No-Objection Certificate from the owner; a rented address requires both an NOC and the rental agreement.
A utility bill issued within the last two months in the owner's name is filed as address proof. The company must display its name, registered office address, and Corporate Identity Number outside every place of business and on every official document, letterhead, and invoice.
Frequently asked
Who can form an OPC?+
Any natural person who is an Indian citizen — and as of the Companies (Incorporation) Second Amendment Rules, 2021, NRIs may also incorporate an OPC. The sole member must stay in India for not less than 120 days during the financial year (reduced from 182 days by the 2021 amendment). A person can be the sole member of only one OPC at a time.
Why do I need a nominee?+
The nominee preserves the OPC's perpetual succession despite having a single owner. If the sole member dies or becomes incapable of contracting, the nominee automatically becomes the new sole member. Without a nominee, the OPC would have no clear path to continue, and the structure would not work. The nominee gives written consent in Form INC-3 before incorporation.
Can I be both director and member?+
Yes. In most OPCs, the same person is the sole shareholder and the sole director. Section 122 of the Companies Act covers the procedure for resolutions in such single-director OPCs — they are recorded in the minutes book without the need for a meeting.
Can I add a second shareholder later?+
Not while remaining an OPC. The single-shareholder structure is the defining feature. Admitting a second shareholder triggers conversion to a Pvt Ltd (or Public Ltd). Voluntary conversion is permitted at any time after two years of incorporation.
Is an OPC subject to mandatory audit?+
Yes. As with any company, an OPC must have its accounts audited every year by a Chartered Accountant in practice, regardless of revenue. The auditor is appointed at the deemed first AGM for a term of five financial years.
What authorised capital should I set?+
Set authorised capital with 24 months of headroom for paid-up issuances. ₹1 lakh is the most cost-efficient floor; ₹10 lakh is common for OPCs with active operations. Higher authorised capital invites higher state stamp duty at incorporation.
What is the engagement letter?+
A formal written engagement letter under the ICSI Code of Conduct, e-signed via Aadhaar. It defines the scope of work, the professional fee, pass-through fees, your responsibilities (timely document submission, video KYC attendance), our responsibilities (filing, signing, delivery), the refund policy, and dispute resolution. You can read it inside the online form before signing.
Begin your OPC registration.
The online form takes about twelve minutes. Save and resume anytime. No payment is taken until the full fee, including state-specific stamp duty, has been shown alongside the engagement letter.