What is a One Person Company (OPC)?
A One Person Company (OPC) is a type of private company introduced under Section 2(62) of the Companies Act, 2013. It allows a single individual to incorporate a company with limited liability, providing the benefits of a corporate structure without needing a second member or director.
The concept was introduced to encourage sole proprietors and individual entrepreneurs to operate within a formal corporate framework, giving them access to limited liability protection, better credibility, and easier access to bank loans and government contracts.
Key Statute: Governed by Section 2(62) of the Companies Act, 2013. Only a natural person who is an Indian citizen and resident in India can incorporate an OPC.
Key Features
Single Member
Only one person needed to incorporate. No need for a co-founder or second shareholder.
Limited Liability
The sole member's liability is limited to their shareholding. Personal assets remain protected.
Separate Legal Entity
OPC has its own legal identity, can own property, sue and be sued independently.
Easy Conversion
Can be easily converted to a Pvt Ltd company when the business grows and you bring in partners.
- ●Only 1 member and 1 director required (can be the same person)
- ●Nominee required — A nominee must be appointed at the time of incorporation who will become the member in case of death/incapacity of the sole member
- ●No minimum capital requirement — (earlier ₹1 lakh requirement removed)
- ●Mandatory conversion to Pvt Ltd if paid-up capital exceeds ₹50 lakhs or annual turnover exceeds ₹2 crore (this threshold was removed in Budget 2021 but may be reinstated)
- ●Cannot carry out NBFC activities — OPC cannot be incorporated or converted for non-banking financial investment activities
- ●No AGM required — OPC is exempt from holding Annual General Meetings
Who Should Register an OPC?
An OPC is ideal for:
- ●Solo entrepreneurs and freelancers — Want limited liability and a formal company structure without finding a co-founder.
- ●Individual consultants — Professionals operating independently who want corporate credibility for client contracts.
- ●Small business owners upgrading from sole proprietorship — Want liability protection and better access to bank credit.
- ●E-commerce sellers — Many marketplaces (Amazon, Flipkart) give preference to registered companies over sole proprietors.
- ●Content creators and influencers — Formalise business operations, manage brand deals, and protect personal assets.
- ●Businesses not seeking equity funding immediately — OPC can be converted to Pvt Ltd later when ready for investment.
⚠️ OPC is NOT suitable if:
- ●You plan to raise VC/angel investment (convert to Pvt Ltd first)
- ●You have multiple co-founders (need Pvt Ltd or LLP)
- ●You want to carry out NBFC activities
- ●You are an NRI or foreign citizen (only Indian residents can form OPC)
Registration Process
Obtain DSC & DIN
Digital Signature Certificate for the sole director and Director Identification Number.
Name Reservation
Apply for company name through RUN service or SPICe+ on MCA portal.
SPICe+ Filing with Nominee Details
File SPICe+ form with nominee's consent (Form INC-3). The nominee's PAN, Aadhaar, and consent letter are required.
Certificate of Incorporation
ROC issues Certificate of Incorporation with CIN. OPC gets PAN, TAN automatically through SPICe+.
Documents Required
For the Sole Member/Director
- ●PAN Card
- ●Aadhaar Card
- ●Passport-size photograph
- ●Address proof (Voter ID / Passport / Driving Licence)
- ●Residence proof (bank statement / utility bill — not older than 2 months)
For the Nominee
- ●PAN Card
- ●Aadhaar Card
- ●Consent letter (Form INC-3)
- ●Photograph
For Registered Office
- ●Rent agreement or lease deed (if rented)
- ●Utility bill (not older than 2 months)
- ●NOC from the property owner
Annual Compliance Requirements
OPC enjoys several relaxations compared to a regular Pvt Ltd company:
Annual Return (MGT-7A)
Within 60 days of AGMSimplified annual return for OPCs filed with ROC.
Financial Statements (AOC-4)
Within 180 days of FY endBalance sheet and profit & loss account filed with ROC. OPC is exempt from preparing cash flow statement.
Income Tax Return (ITR-6)
31st October (if audit applicable)Mandatory annual filing. OPC is taxed at company rates (25% for turnover up to ₹400 crore).
Statutory Audit
Before filing AOC-4Mandatory appointment of auditor. First auditor must be appointed within 30 days of incorporation.
Board Meeting
Semi-annuallyOPC needs to hold only 1 board meeting per half of the calendar year (minimum 2 per year).
DIR-3 KYC
30th SeptemberAnnual KYC of the director holding DIN.
GST Returns
Monthly/QuarterlyMonthly/quarterly GST returns if registered under GST.