🚀 Introduction: Empowering Solo Founders with Limited Liability
In the dynamic landscape of Indian entrepreneurship, solo founders often struggle to choose a business structure that balances credibility, compliance, and control.
That’s where the One Person Company (OPC) comes in a unique legal structure introduced under the Companies Act, 2013, specifically designed to empower individual entrepreneurs to operate a fully-fledged company with limited liability, all by themselves.
Unlike sole proprietorships, OPCs offer:
- Legal recognition
- A separate corporate identity
- Tax benefits
- Greater funding potential
- Protection of personal assets
In this guide crafted by RegistrationMART (with 10+ years of industry-leading experience), we explain every legal, practical, and strategic aspect of registering and running an OPC in India from documentation and benefits to taxation and compliance.
Whether you’re a consultant, freelancer, trader, or tech innovator, this guide is your complete roadmap to building a legal business as a solo entrepreneur.
⚖️ Legal Framework & Definition
📜 Companies Act, 2013 – Section 2(62)
“One Person Company” means a company which has only one person as a member.
This revolutionary concept legally allows a single person to incorporate and operate a Private Company. The company will enjoy the benefits of a Private Limited Company including limited liability, separate legal entity, and perpetual succession but with only one person in control.
📌 Regulated by:
- Ministry of Corporate Affairs (MCA)
- Registrar of Companies (ROC)
- Governed by the Companies (Incorporation) Rules, 2014
🎯 Key Features of OPC
| Feature | Details |
| Legal Status | Separate legal entity |
| Ownership | Single shareholder |
| Liability | Limited to the extent of share capital |
| Control | Single director or maximum 15 |
| Name Suffix | Must end with “OPC Private Limited” |
| Conversion | Can convert to Pvt Ltd after 2 years (or before if turnover > ₹2 cr) |
| Tax Structure | Corporate tax applicable like Pvt Ltd |
| Ideal For | Freelancers, consultants, traders, single-person startups |
🧑 Who Can Register an OPC?
| Criteria | Requirements |
| Nationality | Only Indian citizens can form OPCs |
| Residency | Must be a resident of India (120 days stay in FY) |
| Number of OPCs | One person cannot form more than one OPC |
| Age | Above 18 years |
| Nature of Business | Should not be engaged in NBFC, investment, or charitable activities |
📌As per current law, NRIs are not permitted to incorporate OPCs, though this may change in future reforms.
🧾 Documents Required for OPC Registration
🔹 Personal Documents (of Promoter)
- PAN Card
- Aadhaar Card
- Passport (for foreign citizens)
- Driving License/Voter ID
- Passport-sized photograph
- Email ID & mobile number
🔹 Proof of Registered Office
- Electricity Bill or Gas Bill (not older than 2 months)
- Rent Agreement (if rented)
- NOC from Owner
🔹 Nominee’s Documents
- Consent Form (INC-3)
- PAN &Aadhaar of nominee
- Address proof of nominee
📌The nominee becomes the member if the promoter dies or becomes incapacitated.
🛠 Step-by-Step OPC Registration Process
1️⃣ Digital Signature Certificate (DSC)
- Obtain DSC for the proposed director.
- Required to sign incorporation forms online.
2️⃣ Name Reservation (Part A of SPICe+)
- File for name approval using SPICe+ Form Part A.
- Must include “(OPC) Private Limited” at the end.
- Use MCA Name Search + Trademark Public Search before suggesting.
🛡 Avoid names that are too generic or similar to existing brands or companies.
3️⃣ Filing SPICe+ Form (Part B)
Includes:
- Incorporation details
- Nominee details (Form INC-3)
- PAN, TAN, EPFO, ESIC, Bank Account (via AGILE-PRO)
- E-MOA and E-AOA
- Consent to act as Director (Form DIR-2)
- Declaration by Professional (Form INC-8)
📌 No need to apply for DIN separately it’s allotted during incorporation.
4️⃣ Certificate of Incorporation
After MCA verification, a Certificate of Incorporation is issued containing:
- Company Name
- Corporate Identification Number (CIN)
- PAN and TAN
- Date of Incorporation
- Registered Address
Your OPC is now legally active.
🧩 Compliance Requirements of OPC
| Compliance | Description |
| Appointment of Auditor | Within 30 days of incorporation |
| Annual Return | MGT-7A (simplified for OPCs) |
| Financial Statements | AOC-4 |
| Income Tax Filing | ITR-6 annually |
| Director KYC | DIR-3 KYC for DIN holder |
| Board Meetings | At least one meeting in each half-year |
| AGM | Not required for OPCs |
| MSME, GST, PT | As applicable |
🧾 OPCs enjoy exemptions from many provisions applicable to Pvt Ltds, such as holding AGMs, multiple board meetings, etc.
🧮 Taxation of OPCs
| Tax Component | Applicable Rates |
| Corporate Tax | 22% (under new regime) |
| Surcharge | 10% (if income > ₹1 crore) |
| Health & Education Cess | 4% |
| GST | Mandatory if turnover exceeds ₹40 lakhs or inter-state supply |
OPCs are not taxed like proprietorships they are treated as corporate entities under the Income Tax Act, 1961.
📈 Benefits of OPC Registration
| Benefit | Explanation |
| ✅ Limited Liability | Promoter’s assets are protected |
| 🏦 Better Access to Credit | Eligible for bank loans & government subsidies |
| 🔐 Legal Recognition | Separate identity builds trust |
| 🧠 Single Control | Complete authority without partner disputes |
| 🔄 Easy Conversion | Can be converted to Pvt Ltd when needed |
| 🌐 Business Continuity | Nominee ensures perpetual succession |
| 📊 Tax Efficiency | Corporate tax benefits vs. individual slab |
| 💡 Ideal for Startups | Especially in consulting, tech, freelancing |
❌ Disadvantages of OPC
| Challenge | Explanation |
| 🚫 One OPC Rule | One person cannot incorporate more than one OPC |
| 🧾 Corporate Compliance | More than a sole proprietorship |
| 🔁 Restricted Expansion | Cannot issue shares or raise capital like Pvt Ltd |
| 🔄 Conversion Rules | Mandatory conversion after threshold breach (turnover > ₹2 cr or capital > ₹50 lakh) |
🧠 Case Study: Consultant Turned Company
Name: Riya Kapoor (RiyaKap OPC Pvt Ltd)
Profession: UX Consultant
Location: Pune, Maharashtra
Incorporation: March 2022
Turnover: ₹80 lakh by 2024
Riya operated as a freelancer for 5+ years. After struggling to secure government tenders and corporate clients, she registered as an OPC with RegistrationMART.
Benefits she gained:
- Signed ₹25L+ contracts with large firms
- Registered under MSME for benefits
- Later converted to Pvt Ltd and onboarded an investor
“Registering as an OPC gave my solo practice a professional edge. I recommend it to every freelancer out there.”
🧠 FAQs on OPC Registration
Q1: Can an NRI incorporate an OPC?
No, only Indian citizens who are residents can form OPCs.
Q2: Can the same person be both director and shareholder?
Yes. In fact, that’s the whole point of OPC.
Q3: Can an OPC issue equity shares to others?
No. An OPC is a single-person structure. To onboard others, convert to a Private Limited Company.
Q4: How is the nominee appointed?
At incorporation via Form INC-3. The nominee must consent and provide KYC documents.
Q5: Can I convert OPC to Pvt Ltd?
Yes. Voluntarily anytime or mandatorily if turnover > ₹2 crore or capital > ₹50 lakh.
🤝 Why Choose RegistrationMART for OPC Setup?
| Service Feature | Our Promise |
| 📃 Legal Compliance | 100% error-free registration |
| 👨⚖️ CA/CS Assistance | End-to-end documentation, name selection, legal filing |
| 🚀 Fast Process | OPC setup in 5–7 working days |
| 💼Startup Advisory | Free consultations on future planning, tax, IP, MSME |
| 🔁 Conversion Support | OPC to Pvt Ltd conversion handled seamlessly |
| ☎️ Post-Incorporation Help | GST, PAN, bank setup, accounting support |
🏁 Conclusion: OPC Is the Best First Step for Solo Entrepreneurs
If you’re starting your journey as a solo entrepreneur in India, don’t settle for an unregistered business. The One Person Company structure gives you legal security, financial credibility, and a path to professional growth.
With RegistrationMART’s 10+ years of experience, we ensure that your business is built legally, scalably, and smartly from Day 1.
