One Person Company (OPC)
Perfect for solo entrepreneurs looking for limited liability.
One Person Company (OPC) Registration in India
A Complete Guide A One Person Company (OPC) is the perfect business structure for solo entrepreneurs who want the benefits of a private limited company while enjoying limited liability and full control over the business. It is a separate legal entity, ensuring that the owner's personal assets are protected from business liabilities.
What is a One Person Company (OPC)?
A One Person Company (OPC) is a hybrid business structure that combines the benefits of a sole proprietorship and a private limited company. Introduced under the Companies Act, 2013, an OPC allows a single individual to start and operate a company with corporate status, limited liability, and tax benefits.
One-Person Company (OPC) Registration Summary
Category | Details |
Overview | OPC provides limited liability and a separate legal identity for solo entrepreneurs. A single person acts as both director and shareholder. |
Clients Master Services | Expert assistance for OPC registration, including document preparation, filing, and compliance at affordable fees. |
Legal Framework | Introduced under the Companies Act, 2013 (Section 2(62)) to promote entrepreneurship and MSME formalization. |
Eligibility Criteria | - Only Indian citizens (natural persons) can register an OPC. - Must be a resident of India (182+ days in the past year). - Minimum authorized capital: Rs 1,00,000. - Nominee appointment is mandatory. - Cannot operate in banking, insurance, or investment sectors. - Must convert to a private limited company if: Paid-up capital exceeds ₹50 lakhs OR Turnover exceeds ₹2 crores. - One OPC per person; minors cannot be members. |
Key Benefits | - Limited liability protection. - Complete control over the business. - Simplified compliance compared to a private limited company. |
Limitations | - Restricted business activities in financial sectors. - Mandatory conversion to a private limited company if capital/turnover limits exceed. |
Conclusion: OPC is an ideal choice for solo entrepreneurs seeking legal credibility, business flexibility,
Advantages and Disadvantages of One-Person Company (OPC)
Advantages ✅ | Disadvantages ❌ |
Legal Status: OPC has a separate legal entity, protecting the founder from personal liability. | Limited Growth: OPC can have only one member, restricting capital-raising options for business expansion. |
Easy Fundraising: Easier to secure funding from venture capitalists, angel investors, and banks than sole proprietorships. | Restricted Activities: Cannot engage in non-banking financial investments or charitable activities. |
Reduced Compliance: Enjoys exemptions from certain compliance requirements under the Companies Act, 2013. | Ownership & Management Overlap: No clear separation between ownership and management, which can lead to conflicts of interest. |
Simple Incorporation: Requires only one member and one nominee; no minimum paid-up capital needed. | Mandatory Conversion: If turnover exceeds ₹2 crores or capital crosses ₹50 lakhs, must convert into a private limited company. |
Efficient Management: Quick decision-making as one person controls the company, avoiding delays. | Limited Expansion: Not ideal for businesses requiring multiple shareholders or large investments. |
Perpetual Succession: Ensures business continuity even if the sole member is unable to continue. | Higher Taxation: OPC is taxed under the corporate tax rate, which may be higher than individual tax rates. |
Conclusion: OPCs offer limited liability, fundraising ease, reduced compliance, and business continuity, but are best suited for small businesses due to growth limitations and mandatory conversion rules.
Documents Required for One-Person Company (OPC) Registration
To successfully register a One-Person Company (OPC) in India, the following documents are required for both the owner (director/shareholder) and the nominee.
A. Personal Documents of the Owner & Nominee
Document Type | Details |
PAN Card | Permanent Account Number (PAN) card of both the owner (director/shareholder) and the nominee is mandatory. |
Aadhaar Card | Serves as a primary identity proof and helps in linking various legal and tax-related matters. |
Address Proof | Any one of the following: Passport, Voter ID, or Driving License (should match the details in the PAN). |
Residential Proof | Any one of the following: Recent Electricity Bill, Telephone Bill, or Bank Statement (should not be older than 2 months). |
Passport-sized Photos | Latest passport-sized photographs of both the owner and the nominee. |
B. Registered Office Address Proof
Document Type | Details |
Office Address Proof | Any one of the following: Recent Utility Bill (Electricity, Water, or Gas Bill) or Property Tax Receipt of the business premises (not older than 2 months). |
Rental Agreement (if rented) | If the office is rented, a notarized rental agreement between the company and the landlord. |
No Objection Certificate (NOC) | A written NOC from the property owner allowing the use of the address for business purposes. |
One Person Company (OPC) Registration Process in India
Step | Details |
Step 1: Obtain a Digital Signature Certificate (DSC) | The director must obtain a DSC from a recognized certifying authority. This is required for digitally signing incorporation documents. |
Step 2: Obtain Director Identification Number (DIN) | Apply for a DIN from the Ministry of Corporate Affairs (MCA) for the proposed director. |
Step 3: Name Reservation | Reserve the company name through SPICe+ (Part A) on the MCA portal, ensuring uniqueness. |
Step 4: Draft MOA and AOA | Prepare the Memorandum of Association (MOA) and Articles of Association (AOA), defining the company's objectives and internal rules. |
Step 5: File Incorporation Forms | Submit the SPICe+ (Part B) form along with supporting documents like MOA, AOA, nominee details, office address proof, and declarations. |
Step 6: Certificate of Incorporation | Upon approval, the Registrar of Companies (ROC) issues a Certificate of Incorporation, along with PAN & TAN for the company. |
Why Choose Clients Master for OPC Registration?
Feature | Benefits |
Expert Assistance | Experienced professionals guide you through the entire registration process. |
Affordable Pricing | Transparent One Person Company registration fees without hidden charges. |
Compliance Support | Ensures that your OPC meets all legal and regulatory requirements. |
Quick Processing | Simplified process for hassle-free company incorporation. |
Post-Incorporation Compliance for OPC
Requirement | Details |
Appointment of Auditor | Within 30 days of incorporation, an auditor must be appointed. |
Annual Returns Filing | OPC must file Form AOC-4 (Financial Statements) and MGT-7A (Annual Return). |
Statutory Compliance | OPCs must comply with Income Tax, GST, and MCA filings regularly. |
Compliance Requirements for an OPC
Annual Filing
OPCs must file Annual Returns (MGT-7A) & Financial Statements (AOC-4) with the MCA.
Income Tax Return
File ITR-6 as per corporate tax slabs.
GST Registration & Filing
If turnover exceeds ₹20 lakh (services) or ₹40 lakh (goods), register for GST and file monthly/quarterly returns.
Audit Requirement
OPCs exceeding ₹2 crore turnover must undergo a statutory audit.
Taxation of OPC in India
🔹 Corporate Tax Rate – OPCs are taxed at 25% (turnover up to ₹400 crore) & 30% (above ₹400 crore).
🔹 GST Compliance – Mandatory if turnover crosses ₹40 lakh (goods) / ₹20 lakh (services).
🔹 TDS Deductions – Must comply with Tax Deducted at Source (TDS) rules.
OPC vs. Sole Proprietorship – Which One is Better?
Feature | One Person Company (OPC) | Sole Proprietorship |
Legal Status | Separate Legal Entity | No separate legal entity |
Liability | Limited | Unlimited |
Compliance | Moderate | Low |
Tax Rate | Flat 25%-30% | Individual slab rates |
Ownership | Single owner & nominee | Single owner only |
Fundraising | Easier (Can take loans) | Difficult |
Verdict: If you want limited liability, tax benefits, and a professional corporate identity, OPC is better than a sole proprietorship.
Conclusion: Why Register an OPC?
A One Person Company (OPC) is an excellent business structure for startups, consultants, freelancers, and small entrepreneurs looking for limited liability, legal recognition, and tax benefits.