Get Expert Assistance for OPC Registration in Just 7 to 10 Days with Expert Support @ ₹1,999 Professional Fee
Single Ownership. Limited Liability. No Minimum Capital. Certificate of Incorporation with PAN and TAN. ₹1,999 is ComplianceBharo professional fee for end-to-end assistance. Government fees charged separately at actuals.
A One Person Company is a company structure defined under Section 2(62) of the Companies Act, 2013, that lets a single individual own and run a registered company entirely on their own. It bridges the gap between an unregistered sole proprietorship and a multi-shareholder Private Limited Company — giving a solo founder the credibility and limited liability of a corporate structure without needing a second person to hold shares.
Because there is only one member, the law requires every OPC to appoint a nominee at the time of incorporation, whose written consent is recorded in Form INC-3. If the sole member dies or becomes incapable of contracting, the nominee automatically steps in as the new member — securing the company's perpetual succession without any interruption to the business.
Registration is completed entirely online through SPICe+ (INC-32) on the MCA V3 portal, and there is no minimum capital requirement — this floor was removed by the Companies (Amendment) Act, 2015. The government filing fee itself is waived entirely for OPCs with authorised capital up to ₹15 lakh. A complete, error-free application is typically processed within 7–10 working days.
| Parameter | Details |
|---|---|
| Governing Law | Companies Act, 2013 — defined under Section 2(62) |
| Regulator | Ministry of Corporate Affairs (MCA), through the jurisdictional Registrar of Companies (RoC) |
| Form | SPICe+ (INC-32), Part A & Part B, filed electronically on the MCA21 V3 portal |
| Processing Time | 7–10 working days from submission of a complete, error-free application |
| Government Fee | Nil for authorised capital up to ₹15,00,000 (fee waiver under the MCA fee schedule); applicable slab fee beyond this threshold |
| Min Capital | No statutory minimum — removed by the Companies (Amendment) Act, 2015 |
| Members | 1 member + 1 nominee (nominee consent filed via Form INC-3) |
| Directors | Minimum 1 (the sole member can also be the sole director), maximum 15 |
Section 2(62) read with Section 2(22)(a)
The sole member's exposure is capped strictly to the unpaid value of their shares. Personal assets stay untouched even if the OPC runs into debt or is wound up.
Single-member structure
Unlike a Pvt Ltd company, an OPC requires no co-founder or second shareholder — every decision, every share, and every rupee of profit belongs entirely to one person.
General company law principle
From the date on the Certificate of Incorporation, the OPC is a legal person distinct from its member — capable of owning assets, entering contracts, and being sued in its own name.
Form INC-3
A nominee, appointed at incorporation with written consent, automatically steps in as the new sole member if the original member dies or becomes incapacitated — the business never lapses.
Corporate credit profile
Banks and NBFCs generally extend working capital and term loans more readily to a registered company with audited financials than to an unregistered sole proprietorship.
Corporate registration status
Many government and PSU tenders require a registered company structure. An OPC's CIN and audited financials meet this bar in a way a proprietorship typically cannot.
Section 115BAA · 22% (effective 25.17%) vs up to 30%+ for individuals
An OPC can opt for the concessional 22% corporate tax rate under Section 115BAA, often working out cheaper than the individual slab rate (up to 30% plus surcharge and cess) a proprietor would otherwise pay.
Section 96(1), proviso
An OPC is exempt from holding an Annual General Meeting, cutting down on procedural formality that a Pvt Ltd company with multiple shareholders must otherwise observe every year.
| Parameter | Requirement |
|---|---|
| Citizenship | Only an Indian citizen can be the sole member or nominee of an OPC under Rule 3 of the Companies (Incorporation) Rules, 2014 |
| NRI Residency (post-2021 amendment) | A person must have stayed in India for at least 120 days during the immediately preceding financial year to be eligible — reduced from the earlier 182-day requirement, and now extended to NRIs as well |
| Minimum Age | 18 years, of sound mind, and not disqualified from being a director under the Companies Act, 2013 |
| Member Limit | Exactly 1 member, along with 1 nominee whose written consent is filed via Form INC-3 at the time of incorporation |
| Maximum OPCs Per Person | A person can be the sole member of only one OPC at a time, and cannot simultaneously be a nominee in more than one OPC |
| Excluded Business Activities | An OPC cannot carry on Non-Banking Financial Investment activities, including investment in securities of any body corporate, and cannot be incorporated as or converted into a Section 8 (non-profit) company |
| Foreign Nationals | Not eligible to be a member or nominee of an OPC — this structure remains restricted to Indian citizens only |
Organise the following three categories of documents before starting your SPICe+ filing.
| Cost Head | Approximate Amount |
|---|---|
| MCA SPICe+ Filing Fee — authorised capital up to ₹15,00,000 | ₹0 (fee waiver under the MCA fee schedule) |
| MCA SPICe+ Filing Fee — above ₹15,00,000 | Applicable slab fee under the Companies (Registration Offices and Fees) Rules, 2014 |
| Name Reservation (optional, if reserved separately before SPICe+) | ₹1,000 per application |
| Digital Signature Certificate (DSC) | ₹1,500 – ₹2,500 per person — required for both the director and the nominee |
| Stamp Duty on MoA, AoA & Incorporation Documents | ₹300 – ₹3,000 (state-specific, see table below) |
| ComplianceBharo Professional Fee | ₹2,299 (drafting, filing, and end-to-end coordination) |
Stamp duty on the MoA and AoA is levied under each state's own Stamp Act and depends on the authorised capital chosen. Indicative ranges for commonly registered states are below.
| State | Approx. Stamp Duty Range |
|---|---|
| Delhi | ₹300 – ₹2,000 |
| Maharashtra | ₹500 – ₹3,000 |
| Karnataka | ₹500 – ₹2,000 |
| Tamil Nadu | ₹300 – ₹1,500 |
| Gujarat | ₹500 – ₹2,500 |
| Uttar Pradesh | ₹300 – ₹1,500 |
| West Bengal | ₹300 – ₹1,500 |
*Indicative ranges for standard authorised capital slabs. Exact stamp duty depends on your state's Stamp Act, chosen authorised capital, and periodic rate revisions — we compute and disclose the precise amount applicable to your company before filing.
Both the proposed sole director and the nominee obtain a Class 3 Digital Signature Certificate through video and Aadhaar-based e-KYC, needed to sign the incorporation forms.
Propose a name that complies with MCA naming conventions — every OPC name must end with "(OPC) Private Limited" as required under the Companies Act, 2013.
Draft the Memorandum and Articles of Association reflecting the company's objects, along with the nominee's written consent (INC-3) and the subscribers' declaration (INC-9).
Submit the incorporation details — registered office, capital structure, member and nominee particulars — along with the supporting KYC documents in the integrated web form.
A linked web form that simultaneously applies for GSTIN (optional), EPFO, and ESIC registrations, and initiates the company's current bank account opening.
A practising Chartered Accountant, Company Secretary, or Cost Accountant certifies that the incorporation forms and attached documents comply with the Companies Act, 2013.
Once the RoC is satisfied, it issues a digitally signed Certificate of Incorporation bearing the CIN, along with the company's PAN and TAN. The OPC must then file Form INC-20A (Commencement of Business) within 180 days of incorporation before it can start operations.
| Parameter | OPC | Private Limited Company | LLP | Sole Proprietorship |
|---|---|---|---|---|
| Governing Law | Companies Act, 2013 | Companies Act, 2013 | LLP Act, 2008 | No dedicated statute |
| Minimum Members | 1 member + 1 nominee | 2 shareholders | 2 partners | 1 proprietor |
| Maximum Members | 1 (single-member structure) | 200 shareholders | No upper limit | 1 proprietor |
| Minimum Directors | 1 (can be the sole member) | 2 | 2 designated partners | Not applicable |
| Separate Legal Entity | Yes | Yes (Section 9) | Yes | No |
| Liability | Limited to unpaid share value | Limited to unpaid share value | Limited to agreed contribution | Unlimited — extends to personal assets |
| Statutory Audit | Mandatory regardless of turnover (Section 139) | Mandatory regardless of turnover | Only if turnover > ₹40L or contribution > ₹25L | Only if turnover exceeds prescribed limits (tax audit) |
| Tax Rate | 22% under Section 115BAA (effective 25.17%) or slab rate | 22%–30% depending on regime opted | Flat 30% plus applicable surcharge and cess | Individual slab rates (up to ~42.7% at the highest slab) |
| Foreign Investment | Not permitted — restricted to Indian citizens | 100% automatic route in most sectors | Automatic route, sectors with no performance conditions only | Not permitted |
| Annual ROC Filings | AOC-4 and MGT-7A | AOC-4 and MGT-7 | Form 8 and Form 11 | None (only tax filings) |
| Perpetual Succession | Yes, via the appointed nominee | Yes | Yes | No — ends with the proprietor |
| Best Suited For | Solo founders wanting a corporate structure without a co-founder | Startups planning to raise equity capital | Professional and service firms wanting operational flexibility | Very small, low-risk businesses with a single owner |
An OPC carries recurring statutory obligations from day one. Note that an OPC files the simplified Form MGT-7A rather than the full MGT-7, but statutory audit remains mandatory regardless of turnover under Section 139.
| Compliance | Deadline | Form | Penalty for Default |
|---|---|---|---|
| File Commencement of Business Declaration | Within 180 days of incorporation | INC-20A | ₹50,000 penalty on the company + ₹1,000 per day on every officer in default |
| Appoint First Statutory Auditor | Within 30 days of incorporation | ADT-1 | Company and officers in default liable to a monetary penalty under Section 139 |
| File Financial Statements | Within 180 days from the end of the financial year | AOC-4 | ₹100 per day of delay, without any upper cap |
| File Annual Return | Within 60 days from the date the AGM should have been held (deemed date for OPCs) | MGT-7A (simplified return, not full MGT-7) | ₹100 per day of delay, without any upper cap |
| DIR-3 KYC (director, annually) | On or before 30 September each year | DIR-3 KYC / web-based e-KYC | ₹5,000 reactivation fee and deactivation of the DIN until completed |
| Board Meetings | Minimum 2 per calendar year, with a gap of at least 90 days between meetings (where the OPC has more than one director) | — | Penalty on officers in default under Section 173 |
| Income Tax Return | On or before 31 October where a tax audit applies | ITR-6 | Late fee under Section 234F, plus interest on any unpaid tax |
| Limitation | Why It Matters | Workaround |
|---|---|---|
| Higher compliance than a proprietorship | Mandatory statutory audit, ROC filings, and DIN/DSC maintenance apply regardless of business size | Budget for a modest annual compliance retainer — still lighter than a multi-shareholder Pvt Ltd company |
| No foreign investment permitted | FDI cannot flow into an OPC since membership is restricted to Indian citizens | Convert to a Private Limited Company via Form INC-6 before onboarding any foreign investor |
| NBFI activities are prohibited | An OPC cannot invest in securities of other body corporates or carry on non-banking financial activities | Structure such activities under a Private Limited Company or an NBFC-specific entity instead |
| Single member only | An OPC cannot add a second shareholder while it remains an OPC, limiting co-founder equity structures | Convert to a Private Limited Company via Form INC-6 once a co-founder needs to be brought on board |
| No direct venture capital funding | VCs and angel investors typically require a share-based cap table with multiple shareholders and instruments like CCPS/ESOPs | Convert to a Private Limited Company via Form INC-6 ahead of a fundraising round |
Earlier, an OPC was required to mandatorily convert into a Private Limited Company once its paid-up capital exceeded ₹50 lakh or its average annual turnover crossed ₹2 crore over three consecutive years. The Companies (Incorporation) Second Amendment Rules, 2021 removed these thresholds entirely — conversion today is purely voluntary, and an OPC can choose to convert at any point, or never at all.
The conversion itself is carried out by filing Form INC-6 with the Registrar of Companies, along with an altered Memorandum and Articles of Association reflecting the new multi-shareholder structure. The process typically takes 15–30 working days, depending on RoC processing time and the completeness of the application.
Have questions about OPC registration? Let our experts help you figure out the best structure for your business.
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