Service brief · Chapter I · Incorporation

One Person Companyregistration in India.

An OPC is a company with a single owner. It gives a solo founder limited liability and a separate legal identity without needing a co-founder, and the nominee you name keeps the business going if anything ever happens to you.

I.
Part One

How an OPC is formed

From the first form filed to the certificate in your hand.

The filing

How the SPICe+ filing works

An OPC is registered through one online form called SPICe+, filed with the Ministry of Corporate Affairs. It handles everything in one go: reserving the name, forming the company, and getting your tax IDs. The one OPC-only addition is Form INC-3, the nominee's consent.

What the form actually does

  • SPICe+ Part A
    Reserves your company name. You give two name choices in order of preference. The Ministry approves one within 1–3 working days.
  • SPICe+ Part B
    The main form. Carries your details as the sole owner, the share structure, the registered office address, and the nominee's identification.
  • INC-3
    The nominee's written consent — saying they agree to step in as owner if you can no longer hold the company. This is OPC-only and mandatory.
  • INC-9
    A declaration where you confirm you meet the legal conditions to start a company.
  • INC-33 / INC-34
    The two founding documents — the Memorandum (what the company is allowed to do) and the Articles (the internal rulebook).
  • AGILE-PRO-S
    Bundled extra registrations — PAN (company income-tax ID), TAN (ID for deducting tax on payments to vendors and salaries), employee provident fund and the government's medical-insurance scheme (both needed once you start hiring), Professional Tax in states that charge it, and optional GST.

Every form is digitally signed by you as the sole owner-director and certified by a Practising Company Secretary before filing.

From your side

Documents you will need to send

For you (the sole owner and 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 (a short fillable template is provided)

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
Step by step

Done within 10 working days

Start to finish in about ten working days, including the Ministry's approval window. Most cases land closer to eight.

  1. Days 1–2

    Online filing, payment, KYC, and documents

    You complete the online form and pay. A short video KYC is scheduled for the digital signature. KYC papers, office address proof, the No-Objection letter, and the nominee's signed consent are uploaded and checked.

  2. Days 2–4

    Name reservation

    Two proposed names are submitted in your order of preference. An availability check is run before filing. The Ministry usually approves within 1–3 working days.

  3. Days 4–6

    Founding documents drafted

    The Memorandum and Articles are drafted around your business — what the company will do, the OPC-specific rules around single-owner decisions, and the conversion path to a Pvt Ltd if it is ever needed. Your consent as director, the standard declarations, and the nominee's consent are signed online.

  4. Days 6–8

    SPICe+ filed with PCS certification

    Once the name is approved, the full SPICe+ bundle is filed, signed by a Practising Company Secretary.

  5. Days 8–10

    Ministry approval and delivery

    The Ministry processes within 2–5 working days. The Certificate of Incorporation, founding documents, PAN, and TAN are delivered to your dashboard.

What it costs

Our fee

Professional fee

₹10,000up to ₹10 lakh authorised capital.

Government fees extra. Your exact all-in number appears in the online form before any payment is taken.

After the certificate

The first 180 days after Ministry approval

The Certificate of Incorporation is issued and the OPC becomes a registered legal entity from that date. A short list of filings and meetings follows in the first six months — all part of the incorporation engagement.

  • Auditor appointed (within 30 days)

    The first auditor is appointed within 30 days of incorporation. A short form is filed with the Registrar to record the appointment.

  • First board meeting (within 30 days)

    If you are the only director, no formal board meeting is needed. Decisions are written down and entered in the minutes book directly. A formal meeting is only required if a second director joins.

  • Bank account opened

    Certified copies of the Certificate of Incorporation, the founding documents, and the nominee's consent are needed to open the account with the chosen bank.

  • Shares allotted (within 60 days)

    The shares listed at incorporation are formally issued to you, and a share certificate is issued in your name.

  • Declaration of commencement (within 180 days)

    A short form is filed confirming that the share money has actually been put into the company's bank account. Without it, the company cannot start business or borrow.

Year-one calendar

  • Board meeting (only if more than one director)Within 30 days
  • Director KYCOnce every three years, by 30 September
  • Annual general meeting (notional date used for filing)Within 9 months of year-end
  • Financial statements filedWithin 30 days of the notional AGM
  • Annual return filedWithin 60 days of the notional AGM
  • Income-tax returnBy 31 October (audit cases)
II.
Part Two

Understanding the OPC

The structural background — read at your pace, in any order.

The structure

What an OPC actually is

A One Person Company is a company with exactly one owner. It was introduced in 2013 to let a solo founder run a proper company — with limited liability and a separate legal identity — without having to bring in a co-founder just to satisfy the law.

Four big benefits come with this structure:

i.

The company is its own person

In law, your OPC is treated as a separate person from you. It can own property, hold a bank account, sign contracts, and even be taken to court — all under its own name, not yours.

ii.

Your personal assets are safe

If the company runs into debt, your house, car, and savings are not at risk. You can only lose the money you put into the shares. (Three exceptions: if you personally guarantee a loan, commit fraud, or break specific rules as an officer of the company.)

iii.

The company keeps going through the nominee

If something happens to you, the company does not end. The nominee you name at incorporation steps in as the new owner, and the business continues — same bank account, same contracts, same registrations.

iv.

Lighter paperwork than a Pvt Ltd

With just one director, no board meetings are needed. There is no annual general meeting either. A simpler annual return form applies. The yearly routine is genuinely shorter.

The one OPC-only feature

The nominee you must name

Every OPC needs a nominee — a person you name in advance who will step in as the new owner if you die or can no longer hold the company. Without this, a single-owner company would end the moment something happened to the owner. The nominee is what keeps the company alive.

Who can be a nominee

The nominee has to be an adult Indian citizen. Since 2021, NRIs are also allowed. A minor cannot be a nominee. And one person can be the nominee for only one OPC at a time.

The documents that govern it

The two founding documents

Like any company, an OPC has two founding documents — the Memorandum (MoA) and the Articles (AoA). They are filed at incorporation and bind the company for its entire life.

In an OPC, the Memorandum also records the nominee's name and consent. The Articles carry the small set of OPC-only rules — how the sole owner takes decisions on their own, how the nominee takes over if needed, and how to convert into a Pvt Ltd later if the business outgrows this structure.

What's different about an OPC's Articles

  1. i.

    Single-owner decisions

    Rules that let the sole owner take decisions on their own and just record them in the minutes book, instead of holding a formal meeting.

  2. ii.

    Nominee mechanism

    How the nominee automatically becomes the new owner if anything happens to you — so the company keeps running without a gap.

  3. iii.

    Conversion to Pvt Ltd

    Built-in clauses that let the OPC be converted into a Pvt Ltd or Public Ltd at any time, without having to amend the Articles separately.

Ownership

Shares and capital

An OPC's capital sits in two layers. Authorised capital is the ceiling set in the founding document — the maximum number of shares the company is allowed to issue. Paid-up capital is what has actually been issued to you and paid for. The two don't have to match — most OPCs keep paid-up well below the authorised ceiling, so there's room to issue more shares later without amending the document.

One shareholder, always

An OPC has exactly one shareholder — you. A second shareholder cannot be brought in while the company stays an OPC. If you ever want to add one, the company has to be converted into a Pvt Ltd first.

Converting to a Pvt Ltd later

Until 2021, an OPC had to convert into a Pvt Ltd once it crossed certain turnover or capital thresholds, and could not voluntarily convert during its first two years. Both rules are gone. Today, you can convert into a Pvt Ltd or Public Ltd voluntarily at any time — no waiting period and no thresholds to cross. The history, contracts, bank account, and PAN all carry over. The conversion itself does involve adding at least one more shareholder and one more director, passing a special resolution, and filing a couple of forms with the Registrar.

Why founders choose this structure

What you get, and what you give up

  • A real company for a single founder

    An OPC gives a solo founder limited liability and a separate legal identity without needing a co-founder. The closest alternative for one person — a sole proprietorship — gives neither.

  • Less paperwork than a Pvt Ltd

    No annual general meeting. With a single director, no board meetings either — decisions are simply written into the minutes book. The annual return is a shorter, simpler form. Year-to-year, it's noticeably lighter than a Pvt Ltd.

  • The company keeps going through the nominee

    If something happens to you, the nominee steps in immediately as the new owner. No winding up, no forced sale, no scramble to renegotiate contracts. The business carries on.

  • Can be converted to a Pvt Ltd later

    Once you've been running the OPC for two years, you can convert it into a Pvt Ltd or Public Ltd whenever you want. That makes the OPC a reasonable starting point even if you plan to bring in co-founders or investors down the road.

  • Standard corporate tax treatment

    The OPC pays tax on its profits at corporate rates. Dividends you take are taxed in your hands. Specific rates and elections sit with your Chartered Accountant — tax filings are not handled here.

And the trade-offs, honestly

  • You cannot bring in outside investors

    An OPC can only ever have one shareholder. Angel money, venture capital, and any co-founder equity are off the table while the company stays an OPC. If you see external funding ahead, plan to convert into a Pvt Ltd before the round.

  • Audit is mandatory every year

    An OPC must be audited each year, no matter how small the revenue. There's no turnover-based exemption the way there is for an LLP.

  • Converting to a Pvt Ltd is a proper exercise

    The 2-year wait that used to apply was removed in 2021, so conversion is allowed at any time. But it is still not a switch you flip — you need to add at least one more shareholder and one more director, pass a special resolution, and file a couple of forms with the Registrar to get a fresh certificate. Worth knowing upfront if you expect to bring in co-founders or investors quickly.

  • Certain activities are off-limits

    An OPC cannot run a finance business like an investment company, money-lending operation, or a stock-investment business. It also cannot be set up as a not-for-profit company (the kind used for charitable purposes).

Side by side

How an OPC compares with the other structures

The right choice depends on how you plan to run the business, where the money will come from, and who will own it.

VariablePvt LtdLLPOPCSole PropPartnership
Min / max members2 / 2002 / no max1 / 112 / 50
Liability of ownersLimitedLimitedLimitedUnlimitedUnlimited
Separate legal entityYesYesYesNoNo
Statutory auditMandatoryAbove thresholdsMandatoryPer IT ActPer IT Act
Annual compliance cost₹15–22K₹10–14K₹13–17KNegligible₹3–6K
Corporate tax22–30%30%22–30%Slab30%
ESOPsYesDifficultNoNoNo
External funding (VC, FDI)StrongLimitedLimitedLimitedLimited
Conversion path→ Public Ltd→ Pvt Ltd→ Pvt Ltd at thresholds→ any→ LLP

Still unsure? Answer six short questions and we will tell you which structure fits your case, and why. Take the assessment →

Year on year

What the OPC files every year

The yearly cycle for an OPC is the same as any company's, but shorter — single-owner companies get a few simplifications that bigger Pvt Ltds don't.

  • Financial statements filed
    Within 30 days of the notional AGM
    The audited accounts for the year, filed with the Ministry. An OPC doesn't have to actually hold an annual general meeting, but a notional date is used for filing deadlines. Late filing carries a flat penalty of ₹100 per day with no upper cap — the meter just keeps running.
  • Annual return filed
    Within 60 days of the notional AGM
    A shorter annual-return form that's specific to OPCs and small companies. Lists who the directors are, the share capital, and any changes during the year. Same flat ₹100-per-day late fee.
  • Director KYC
    Once every three years, by 30 September
    You refresh your KYC with the Ministry once every three years. Miss it and your director ID is deactivated; reactivating it costs ₹5,000.
  • Board meetings
    Only if more than one director
    An OPC with just one director is exempt — decisions are written into the minutes book directly. An OPC with more than one director must hold at least two board meetings a year, one in each half, with a gap of at least 90 days between them.
  • Yearly audit
    Every year
    Mandatory no matter how small the revenue. The auditor is appointed for a five-year term right after incorporation.
  • Income-tax return
    By 31 October (audit cases)
    The corporate income-tax return for the year.
Name and office

Picking a name and an address

The name

The name has to end with the words “OPC Private Limited” — that's how anyone reading the name knows it's a single-owner company. It cannot be the same as, or too close to, an existing company, LLP, or registered trademark. Words like Bank, Insurance, Mutual Fund, Stock Exchange, or anything suggesting a tie to the government cannot be used without that regulator's permission.

Two name choices are submitted in your order of preference. If both are rejected, one fresh attempt is included free.

The registered office

Every OPC needs a registered address in India from day one. It can be a commercial space, a residential address, or a virtual office. A residential address needs a No-Objection letter from the owner; a rented address needs the rental agreement plus an NOC.

The company's name, registered address, and Corporate Identity Number (the unique ID your company gets from the Ministry) have to be displayed at every place of business and on all official documents, letterheads, and invoices.

  1. i.

    Fill the online form

    Save and resume anytime. No pressure to finish in one sitting.

  2. ii.

    Review the scope and fee

    The exact all-in fee, the timeline, and what's included appear together before any payment.

  3. iii.

    Filing begins

    Your dashboard tracks every step. Every form is signed and certified by a Practising Company Secretary.