One Person Company (OPC) Registration
In short
A One Person Company (OPC) lets a single individual own a company with limited liability. The member must be a natural person who is an Indian citizen (resident or NRI) and must nominate another individual to take over in case of death or incapacity. An OPC is incorporated through SPICe+ like any other company.
Overview
An OPC combines the control of a sole proprietorship with the limited liability and separate legal identity of a company. It suits solo founders and professionals who want a corporate structure without bringing in a second shareholder.
An OPC cannot carry out non-banking financial activities or invest in securities of other companies, and a person can be a member of only one OPC. It can convert voluntarily into a private or public company when the business is ready to add shareholders.
Key requirements
- One member, who must be a natural person and an Indian citizen (resident or non-resident)
- One nominee who is also an Indian citizen, with written consent
- At least one director (the member can be the director); maximum fifteen
- A registered office address in India
Documents required
- PAN, identity and address proof of the member and the nominee
- Passport-size photograph of the director
- Nominee consent (Form INC-3)
- Registered office proof and owner's NOC
We share an exact checklist for your case before you start, since requirements vary with the structure and the people involved.
Process
Name and nominee
We search and reserve the name and prepare the nominee's consent.
DSC and DIN
A digital signature is obtained and the DIN is allotted through SPICe+.
Charter documents
The MoA and AoA are drafted for a one person company.
Filing
SPICe+ is filed with the MCA together with the nominee consent.
Incorporation
The Certificate of Incorporation, PAN and TAN are issued.
What KNAP Advisory handles
- Name search and reservation
- DSC and DIN
- MoA, AoA and nominee consent
- SPICe+ filing and follow-up
- Certificate of Incorporation, PAN and TAN
Frequently asked questions
Can an NRI register a One Person Company?
Yes. Since the 2021 amendment to the Companies (Incorporation) Rules, an Indian citizen who is non-resident can also form an OPC. Foreign nationals cannot.
Is there a turnover limit after which an OPC must convert?
No longer. The earlier paid-up capital and turnover limits that forced conversion were removed in 2021, so an OPC can grow without mandatory conversion and can convert voluntarily whenever it wants.
How is an OPC different from a sole proprietorship?
An OPC is a separate legal entity with limited liability and perpetual succession through its nominee. A proprietorship has no identity separate from its owner, whose personal assets are exposed to business liabilities.