One Person Company (OPC) Registration

Solo entrepreneur company registration with limited liability protection.

A One Person Company is a private limited company with a single member, created for the founder who wants limited liability and corporate standing without finding a second shareholder. It carries a company's compliance — annual filings, statutory audit, board records — and one requirement no other structure has: a nominee named at incorporation who takes the shares if the sole member dies, which is what allows a company with one owner to survive that owner.

Who this is for

Solo entrepreneurship
Limited liability
Professional structure
Full control

The process

What we actually do

1
We check whether an OPC is the right answer
If a co-founder is coming, a private limited company from the start avoids a conversion. If nothing needs limited liability, a proprietorship costs a fraction as much to run. An OPC sits between those and suits a narrower set of cases than it is usually recommended for.
2
We get the nominee in place properly
The nominee consents in Form INC-3 and is named in the memorandum. Only a natural person resident in India may be a nominee, and one person may be nominee for only one OPC. This is not a formality — without it the company cannot be incorporated.
3
We reserve the name and file SPICe+
The name must end with 'OPC Private Limited'. Incorporation covers PAN, TAN, EPFO, ESIC and the bank account in one integrated filing.
4
We complete the post-incorporation filings
The first auditor within thirty days, and INC-20A within 180 days before business may lawfully commence. The 180-day declaration is the one solo founders miss most, and it carries ₹50,000 on the company plus ₹1,000 a day on the officer.
5
We set up the annual cycle
AOC-4 and MGT-7A annually, statutory audit regardless of turnover, and director KYC each September. An OPC is exempt from holding an AGM, which is the one real simplification it gets.

Who this is for

Solo founders who want liability limited to what they put in
Consultants and professionals whose clients require an incorporated supplier
Proprietors whose business has grown enough that personal liability is a real exposure
Founders who want corporate standing now and a second shareholder later

How long it takes

Ten to fifteen working days from complete documents to the certificate of incorporation, with name approval the variable step.

If you do nothing

An OPC that stops filing behaves like any other dormant company: the additional fee runs at ₹100 a day per form with no ceiling, and after three years the sole director is disqualified across every company they hold office in. Because there is only one director, that disqualification stops the company filing anything at all — including the filings needed to strike it off.

The law, in figures

Dates, thresholds and sections

Every figure below carries the provision it comes from, so it can be checked.
What	Figure	Source
Members	Exactly one, a natural person resident in India	Section 2(62) read with Rule 3, Companies (Incorporation) Rules 2014
Nominee	Mandatory, with consent in Form INC-3	Section 3(1)(c), Companies Act 2013
Mandatory conversion thresholds	Removed — conversion is now voluntary	Companies (Incorporation) Second Amendment Rules 2021
AGM	Not required	Section 96(1), proviso, Companies Act 2013
Annual return	Form MGT-7A, the abridged return for OPCs and small companies	Rule 11(1), Companies (Management and Administration) Rules 2014
Restriction	One person may incorporate only one OPC and be nominee for only one	Rule 3(2), Companies (Incorporation) Rules 2014

What usually goes wrong

Incorporating an OPC while intending to bring in a co-founder, which requires conversion first
Naming a nominee without the written consent in Form INC-3
Missing INC-20A within 180 days, which blocks lawful commencement of business
Treating it like a proprietorship and skipping the statutory audit, which applies at any turnover
Letting director KYC lapse, which deactivates the only DIN the company has

What non-compliance costs

₹50,000 on the company and ₹1,000 per day on each officer for failure to file INC-20A
₹100 per day per form additional fee for late annual filings, uncapped
DIN deactivated and ₹5,000 to reactivate where KYC is missed
Director disqualification for five years after three consecutive years of non-filing

These are statutory amounts, not our fees. What we charge depends on your situation and is quoted before any work starts.

Not to be confused with

These come up in the same conversation and are routinely treated as the same thing. They are not.

Sole proprietorship

A proprietorship is not a separate legal person and carries unlimited liability. An OPC is a company with limited liability, statutory audit and annual MCA filings.

Private limited company

A private limited company needs at least two shareholders and two directors. An OPC has one of each, and cannot take a second shareholder without converting.

Terms you will come across

OPC: A One Person Company is a private limited company with a single shareholder, giving a solo founder limited liability and a corporate identity without needing a second member.

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