Yes, Form INC-6 can also be filed to voluntarily convert an OPC into a private or public company, even if the business hasn’t yet reached the required threshold limits.
One Person Company (OPC) Registration
Hassle-Free Online OPC Registration in Just 7 Business Days.
Complete Setup – Name Approval, DSC, DIN, PAN, TAN & Initial Filings.
Ongoing Support for Compliance & Audit Needs.
ONE PERSON COMPNAY Registration - An Overview
One Person Company (OPC) Registration Made Simple
A One Person Company (OPC) is the perfect business setup for solo entrepreneurs in India who want to combine the ease of managing a business alone with the benefits of a registered company. OPC offers limited liability, meaning your personal assets remain protected even if your business faces risks. It’s an excellent option for small businesses and startups looking for structure, safety, and control.
How to Register an OPC in India
The registration process is clear-cut but must follow government procedures. First, you’ll need to select a unique name and apply for approval via the Ministry of Corporate Affairs (MCA) using the SPICe+ form. After that, key documents like the Memorandum of Association (MoA) and Articles of Association (AoA)—which outline your company’s mission and rules—must be prepared and filed. You’ll also need to submit identity proof and a registered business address. Once everything is in order and approved by the Registrar of Companies (RoC), you’ll receive a Certificate of Incorporation. This certificate officially confirms your business as a registered legal entity. One Person Companies have fewer compliance demands than larger companies, which makes running your business simpler and less stressful.
Why Choose an OPC?
An OPC offers the best of both worlds—full control over your business decisions, and the legal security of a registered corporate structure. With our expert help, we’ll walk you through every step of the process, making your OPC registration smooth and hassle-free, so you can focus on what really matters—growing your business.
Legal Definition of OPC
Under Section 2(62) of the Companies Act, a One Person Company is defined as a business that has only one member. This member is both the sole shareholder and the one who subscribes to the company’s founding documents.
Key Features of a One Person Company
Sole Ownership: One individual acts as both the shareholder and director.
Limited Liability: Your financial risk is limited to your investment—personal assets stay protected.
Continuity of Business: The company continues even after the owner’s passing, thanks to a nominated successor.
Separate Legal Identity: The OPC can own property, enter contracts, and even sue or be sued in its own name.
Simplified Compliance: With fewer regulatory requirements, it’s easier to operate and manage.
- Benefits of Starting an OPC
Easy Return Filings: Fewer annual filings with the government make it simple to stay compliant.
No Need for AGMs: You’re not required to conduct Annual General Meetings.
Better Access to Credit: Financial institutions recognize the legal structure of OPCs, improving loan eligibility.
Legal Identity and Structure
Unlike a sole proprietorship, an OPC is recognized as a separate legal entity. This gives your business credibility and ensures that operations can continue smoothly even in unexpected circumstances, thanks to a nominated backup owner.
BENEFITS AND COMPLIANCES ONE PERSON COMPANY registration
Benefits of Choosing a One Person Company (OPC)
A One Person Company (OPC) offers the unique advantage of limited liability, safeguarding the personal assets of the owner. It also holds a separate legal identity, ensuring the business gains credibility and is capable of surviving beyond the life of the owner. Below are the key benefits of establishing an OPC:
Operational Efficiency
Complete Control: The sole owner has total authority over the company’s operations, decisions, and overall direction.
Simplified Management: OPCs involve fewer legal and administrative obligations, making them easier to operate than other types of businesses.
Scalable Structure: As your business grows, you can easily transition your OPC into another form of company to meet future demands.
Legal Protections & Compliance Advantages
Limited Liability: The liability of the owner is limited to the capital invested in the company, offering a shield for personal assets.
Separate Legal Entity: The OPC operates as an independent entity, allowing it to sign contracts, hold property, and take legal action under its own name.
Fewer Compliance Challenges: OPCs are exempt from some of the more stringent requirements, such as holding annual meetings or maintaining a fixed capital, making them ideal for small businesses.
Credibility & Succession Assurance
Increased Business Credibility: As a legally recognized company, OPCs often find it easier to gain trust from financial institutions for loans and funding.
Continuity Assurance: The nomination of a director ensures that the company can continue operating even if something happens to the owner, securing long-term stability for the business.
Compliance for One Person Company (OPC)
A One Person Company (OPC) is required to meet specific annual compliance requirements to maintain its legal standing and avoid penalties. Below is a detailed breakdown of the compliance process for OPCs:
Key Government Regulations for OPCs
To stay legally registered and operate effectively, OPCs must follow various regulations. These include annual filing requirements, tax obligations, and corporate governance norms specified in the Companies Act of 2013.
- Why Annual Compliance is Crucial for an OPC
Maintaining Legal Status: Regular compliance ensures the OPC remains legally compliant, avoiding unnecessary fines and penalties.
Reputation Building: Timely and correct filings enhance the credibility of the company with stakeholders such as clients, investors, and financial institutions.
Smooth Operations: Staying compliant ensures that the business operates without interruption due to legal issues, helping the entrepreneur focus on business growth.
- Advantages of Complying with OPC Regulations
Prevention of Penalties: Completing the required filings on time prevents costly fines and penalties from regulatory bodies.
Better Reputation: Companies that comply with regulations are perceived as trustworthy and professional by clients and partners.
Increased Access to Funding: Financial institutions are more likely to offer loans or investments to OPCs that are compliant with regulations, enhancing business opportunities.
- Mandatory Annual Filings for OPCs
Annual Return (Form MGT-7): This return must be filed within 60 days of the Annual General Meeting (AGM).
Financial Statements (Form AOC-4): The company must file its financial statements within 180 days after the end of the financial year.
Income Tax Return: The OPC is required to file an income tax return by 30th September of the assessment year.
Statutory Audit: A statutory audit must be conducted by a Chartered Accountant on the company’s financial statements.
Board Meetings: At least one board meeting must be held every six months.
- Consequences of Non-Compliance
Failure to comply with the necessary regulations can have serious consequences:
Fines and Penalties: Regulatory authorities such as the MCA may impose heavy fines and penalties.
Legal Action: In severe cases, persistent non-compliance can lead to legal proceedings, including the dissolution of the company.
Director Disqualification: Directors may be disqualified from holding directorial positions in other companies.
Documents Needed for OPC Compliance
For annual compliance, the following documents are required:
Financial Statements: Balance sheet, profit & loss statement, and cash flow statements.
Audit Report: A report from the statutory auditor.
Board Meeting Minutes: Records of board meetings held during the year.
Annual Return (Form MGT-7): To show the company’s performance for the year.
Income Tax Return Acknowledgment: Proof of filing the company’s income tax return.
Documents Required for One person companies Registration
To register a One Person Company (OPC) in India, several essential documents must be submitted to complete the incorporation process. Below is a breakdown of the necessary paperwork required from the applicant and for the registered office:
PAN Card of the Director
A copy of the Permanent Account Number (PAN) card is required from the sole member who will also serve as the director. The nominee director’s PAN card is also necessary.Identity Documents
Valid identity proof of both the primary and nominee directors must be provided. This may include an Aadhaar card, passport, voter ID, or driving license—whichever is available and current.Proof of Address
To verify residential addresses, the latest copies of utility bills such as electricity bills, water bills, mobile phone bills, or recent bank statements (not older than two months) must be submitted for both the sole member and the nominee.Proof of Registered Office Address
The official address of the company must be confirmed through documents such as a rent agreement (if the property is rented) and a no-objection certificate (NOC) from the property owner. If the property is owned, a utility bill in the owner’s name may be submitted as proof.Photographs
Recent passport-sized photos of the sole owner and the nominee must be attached to the application.Memorandum of Association (MoA)
This is a legal document that outlines the company’s purpose, scope of operations, and main objectives for which the OPC is being established.Articles of Association (AoA)
This document specifies the internal rules, procedures, and management structure of the company. It acts as a guide for how the business will be run on a day-to-day basis.
Gathering and submitting these documents correctly ensures a smooth and efficient OPC registration process in compliance with the Companies Act.
Who Can Register a One Person Company (OPC) in India? – Eligibility Criteria
To register a One Person Company (OPC) in India, certain conditions must be met under the Companies Act, 2013. These criteria ensure that only eligible individuals can take advantage of this unique business structure.
One Individual as Shareholder :- Only a single person can form an OPC, and that person must be an Indian citizen who has resided in India for at least 120 days during the previous financial year. Legal entities like companies or LLPs are not allowed to set up an OPC.
Nominee Requirement :- The sole owner is required to appoint a nominee. This nominee would assume control of the company in case the original member becomes incapacitated or passes away.
Age Limitation :- The person forming the company must be an adult. Minors are strictly prohibited from incorporating or being involved in an OPC.
Capital Conditions :- While the authorized capital must be at least ₹1 lakh to initiate the registration, there is no specific requirement for a minimum paid-up capital. This makes it more accessible for small-scale entrepreneurs.
Understanding the Role of Directors and Shareholders in OPC
Single Director and Shareholder :-The same individual can function both as the sole member (shareholder) and the director of the OPC, allowing complete control over operations and decision-making.
Nominee Director’s Role :- In situations where the primary member can no longer manage the business due to unforeseen events, the nominated individual steps in to ensure continuity.
Director’s Responsibilities :- The director must follow all legal and regulatory responsibilities laid out under the Companies Act, 2013. This includes maintaining financial records, ensuring timely filings, and upholding the governance standards expected of a registered company.
Frequently Asked Questions
The main aim of OPC registration is to help solo entrepreneurs start their own company with full control while enjoying the safety of limited liability. It gives the individual the freedom to run the business independently, just like a sole proprietorship, but with the added advantage of being legally recognized as a company—protecting personal assets from business risks.
Yes, if a One Person Company’s paid-up capital goes beyond ₹50 lakhs or its average annual turnover crosses ₹2 crores in the last three financial years, it is required to convert into either a private limited or public limited company as per the legal norms.
If there’s a change in the membership of a One Person Company due to the death of the existing member, their inability to continue, or a transfer of ownership, the company must inform the Registrar of Companies (RoC) by filing Form INC-4. This form should include the updated details of the new member who is taking over.
When a One Person Company (OPC) crosses the prescribed limits—either a paid-up share capital of over ₹50 lakhs or an average annual turnover exceeding ₹2 crores over three consecutive years—it must notify the Registrar of Companies (RoC) by submitting Form INC-5. This form should be filed within 60 days from the date the threshold is breached, indicating that the company is now required to convert into a private or public limited company.
Form INC-5 must be submitted to the Registrar of Companies (RoC) within 60 days from the date on which a One Person Company (OPC) crosses the prescribed threshold limits—either in terms of paid-up share capital or turnover. This filing serves as a formal notification that the OPC is required to convert into a private or public limited company.
Yes, an individual is allowed to be a member in only one OPC at any given time. This rule ensures that the concept of “one person” ownership is strictly maintained and not misused across multiple entities.
To convert a One Person Company into a private or public limited company, the business must file Form INC-6 with the Registrar of Companies (RoC). This form serves as an official application for the conversion process.
To be a member of an OPC, the individual must be a natural person, an Indian citizen, and a resident of India.
In case the nominee withdraws consent or the member wishes to inform about a change in nominee, Form INC-4 must be filed.
Finlegal Forte provides professional assistance, streamlined processing, and full support during the entire OPC registration process, ensuring legal compliance and saving you both time and effort.
ONE PERSON COMPANY Registration
One person compnay Registration
रु /Plus Govt Fees