🧩 Introduction: The Future of Solo Entrepreneurship Begins with OPC
In India’s fast-evolving startup ecosystem, not every founder starts with a team. Many visionary businesses are born from a single entrepreneur’s dream. But does that mean legal limitations? Not anymore.
Introduced under the Companies Act, 2013, the concept of a One Person Company (OPC) was a revolutionary step to empower solo entrepreneurs with the benefits of a Private Limited Company—without needing a co-founder or partner.
A One Person Company is a hybrid structure, offering the limited liability, legal identity, and structured governance of a Private Limited Company, while allowing a single promoter to fully own and operate it.
With more than 10+ years of experience, RegistrationMART has helped hundreds of entrepreneurs transform their ideas into legal entities using the OPC model. In this article, you’ll discover:
- What is an OPC under Indian law
- Eligibility, requirements, and legal structure
- Benefits over Sole Proprietorship
- OPC registration process (step-by-step)
- Post-registration compliance
- Limitations & solutions
- Tax implications
- OPC vs Pvt Ltd vs Sole Proprietorship
- Real-world use cases
- Our expert support at RegistrationMART
📚 Legal Basis for OPC in India
| Legal Provision | Description |
|---|---|
| Section 2(62) of Companies Act, 2013 | Defines OPC as a company with only 1 person as member |
| Companies (Incorporation) Rules, 2014 | Prescribes rules for formation, compliance, and conversion |
| MCA Guidelines (2021) | Relaxed norms on capital and residency for OPCs |
| Applicable to | Any Indian citizen, whether resident or NRI |
💡 What is a One Person Company?
A One Person Company (OPC) is a company that has only one shareholder and one nominee. It is a separate legal entity, distinct from its owner, with limited liability, perpetual succession, and corporate governance benefits.
You get all the benefits of a Private Limited Company – even if you’re the only founder.
👤 Who Can Register an OPC?
| Criteria | Requirement |
|---|---|
| Number of Members | 1 (individual) |
| Director(s) | Minimum 1, Maximum 15 |
| Nominee | Mandatory (to take over in case of death/incapacity) |
| Citizenship | Indian citizen |
| Residency | No longer restricted – NRIs can also form OPC (as per 2021 MCA update) |
| Minimum Capital | No prescribed minimum |
| Business Activity | Any legal activity (except Non-Banking Financial Services, Section 8, etc.) |
🛑 Prohibited Activities for OPCs
An OPC cannot engage in:
- Non-Banking Financial Investment (NBFC) activities
- Incorporation as a Section 8 Company
- More than 1 OPC at a time per person (as promoter)
📑 Documents Required for OPC Registration
📄 For Director/Promoter:
- PAN card
- Aadhaar/Voter ID/Passport/Driving License
- Passport-size photograph
- Mobile number and email ID
📄 For Registered Office:
- Utility bill (electricity/water/telephone – not older than 2 months)
- Rent agreement (if rented)
- No Objection Certificate (NOC) from owner
📄 For Nominee:
- PAN, Aadhaar, Address proof
- Form INC-3 (Nominee Consent)
🪜 Step-by-Step Process to Register an OPC
At RegistrationMART, we simplify this complex process into easy steps:
1️⃣ Step 1: Digital Signature Certificate (DSC)
All documents must be digitally signed.
Timeline: 1 day
2️⃣ Step 2: Name Reservation (SPICe+ Part A)
Choose a unique name following Companies Act, 2013 and Trademark Act, 1999 rules.
Use suffix “(OPC) Private Limited”
✅ Example:
“GreenEdge Solutions (OPC) Private Limited”
3️⃣ Step 3: Filing SPICe+ Part B
This form includes:
- MOA & AOA (auto-generated for OPC)
- Nominee consent (INC-3)
- PAN & TAN application
- AGILE-Pro (GST, ESIC, EPFO, Bank Account, etc.)
- INC-9 (Declaration)
4️⃣ Step 4: Incorporation Approval
The ROC checks and verifies documents. If approved:
- Certificate of Incorporation issued
- Unique CIN (Corporate Identification Number) assigned
- PAN & TAN delivered digitally
🎉 Done! You’re now a legally incorporated OPC!
Total Timeline: 5–7 working days
(All handled by RegistrationMART end-to-end)
🎯 Key Advantages of OPC
| Feature | Benefit |
|---|---|
| ✅ Limited Liability | Your personal assets are safe |
| ✅ Separate Legal Entity | Company has own legal identity |
| ✅ 100% Ownership | No dilution of control |
| ✅ Tax Advantages | Lower corporate tax slab than personal income |
| ✅ Credibility | Govt tenders, vendor deals prefer registered entities |
| ✅ Perpetual Succession | Nominee takes over on promoter’s death/incapacity |
| ✅ Easy Funding (Loan-wise) | Banks prefer OPC over sole proprietorship |
📋 Post-Incorporation Compliances
Once registered, an OPC must comply with:
| Compliance | Timeline |
|---|---|
| 🧾 INC-20A – Commencement of Business | Within 180 days |
| 📘 Statutory Registers & Minutes Book | Ongoing |
| 📑 Annual Return (MGT-7A) | Within 60 days of AGM |
| 💼 Financial Statement (AOC-4) | Within 180 days of FY end |
| 🧮 Audit of Accounts | Mandatory, even if turnover is low |
| 🧾 Income Tax Return | By 30th September (or notified date) |
| 🏦 Bank KYC | Bank compliance for current account |
🧮 Income Tax Implications for OPC
| Nature | Details |
|---|---|
| Tax Rate | 22% (under Section 115BAA) without exemptions |
| Surcharge & Cess | 10% surcharge + 4% cess |
| Audit | Mandatory regardless of turnover |
| Director Remuneration | Taxable as salary/income |
| Dividend Distribution Tax (DDT) | Not applicable; taxed in hands of recipient |
🔁 OPC vs Sole Proprietorship vs Private Limited
| Feature | OPC | Sole Proprietorship | Pvt Ltd |
|---|---|---|---|
| Legal Identity | Separate | Not Separate | Separate |
| Ownership | 1 | 1 | 2–200 |
| Liability | Limited | Unlimited | Limited |
| Tax | Corporate Tax | Personal Income Tax | Corporate Tax |
| Continuity | Perpetual (Nominee-based) | Ends on death | Perpetual |
| Fundraising | Moderate | Difficult | Easy |
| Government Tenders | Eligible | Difficult | Eligible |
📈 Real-World Use Cases
- A freelance software developer wanted to scale into a product startup OPC gave legal structure, tax optimization, and investor readiness.
- A doctor wanted to launch a telemedicine venture with personal ownership and liability protection.
- An NRI entrepreneur launched a consulting firm in India under OPC, taking benefit of MCA’s updated 2021 norms.
🔁 Conversion of OPC into Pvt Ltd
If you exceed:
- ₹2 crore paid-up capital OR
- ₹20 crore turnover
You must convert OPC into Private Limited Company within 6 months.
Voluntary conversion allowed after 2 years (or anytime in case of eligibility triggers).
❓ Common FAQs
Q1: Can an NRI register OPC in India?
Yes, as per MCA 2021 update, NRIs can incorporate OPCs.
Q2: Is audit compulsory for OPC?
Yes, regardless of turnover.
Q3: What is the role of a nominee in OPC?
The nominee assumes control in case of the promoter’s death or incapacity.
Q4: Can I convert my Sole Proprietorship into OPC?
Yes, but must comply with MCA guidelines and transfer of assets.
Q5: Do I need office space to register OPC?
Yes, but it can be a residential/rented address with proper documents.
🛠️ How RegistrationMART Helps
| Our Strength | Your Advantage |
|---|---|
| 10+ years in company registration | Proven expertise |
| Fast-track OPC incorporation | 5–7 working days |
| Legal consultation | Best structure for your business |
| Post-registration compliance support | Stay 100% legal & safe |
| Startup-friendly pricing | Ideal for bootstrapped founders |
📝 Final Thoughts
If you’re a solo founder with a strong idea, professional goal, or scalable vision, registering an OPC offers you a future ready legal platform with minimal complexity.
It’s safer than sole proprietorship, more respected in business circles, and now even more accessible after 2021 reforms.
Let RegistrationMART help you build the legal foundation your business deserves—secure, structured, and scalable.
