Register Your One Person Company — Solo + Limited Liability
India's only corporate structure for solo entrepreneurs. Get limited liability, separate legal entity, and corporate credibility — without a co-founder. No mandatory conversion limits since 2021. NRIs eligible.
What You Need to Know
A One Person Company (OPC) is a unique corporate structure under Section 2(62) of the Companies Act 2013 that allows a single individual to incorporate and operate a company with limited liability protection.
Since the 2021 MCA amendments, OPCs have become significantly more attractive — mandatory turnover and capital limits for conversion have been removed, NRIs can now incorporate OPCs, and the residency requirement has been reduced from 182 to 120 days.
TaxClue manages the complete OPC incorporation — DSC, DIN, name approval, nominee appointment, SPICe+ filing, MOA/AOA drafting, and post-incorporation compliance setup.
2021 OPC Amendments — Still in Force (March 2026)
No mandatory conversion based on capital/turnover. NRIs eligible. Residency reduced to 120 days. Voluntary conversion allowed anytime — 2-year waiting period removed.
What is a One Person Company?
An OPC is a private company with only 1 member (shareholder) as defined under Section 2(62) of the Companies Act 2013.
Key legal characteristics:
- 1 member (shareholder) — the sole owner
- 1 director minimum (can be same as member); max 15
- Mandatory nominee — becomes member on death/incapacity of sole member
- Separate legal entity with limited liability and perpetual succession
- Name ends with "(OPC) Private Limited"
- Cannot be Section 8 company or carry on NBFI activities
- No mandatory conversion limits (since April 2021)
Why is OPC Registration Important?
Solo Corporate Identity
Only way for 1 person to run a company with limited liability.
Limited Liability
Personal assets fully protected from business debts.
Lower Compliance
No AGM. Board resolutions via minute book (Section 122).
Unlimited Growth
No turnover/capital cap since 2021. Grow without conversion.
NRI Eligible
Indian citizens abroad can incorporate OPCs since April 2021.
Credibility & Access
Bank accounts, loans, GeM, tenders, GST — all accessible.
Benefits of OPC
| Benefit | Description |
|---|---|
| Single Owner | 1 member + 1 director (can be same person) |
| Limited Liability | Personal assets fully protected |
| Separate Legal Entity | Own PAN, bank accounts, contracts |
| No Conversion Mandate | Grow unlimited (post-2021 amendment) |
| Lower Compliance | No AGM, MGT-7A (simplified), Section 122 resolutions |
| NRI Eligible | Indian citizens abroad can form OPCs since April 2021 |
| Startup India | Eligible for DPIIT recognition and benefits |
| Easy Conversion | Convert to Pvt Ltd anytime — 2-year wait removed |
| Nominee Protection | Automatic succession on death/incapacity |
| Corporate Tax | 22% under Section 115BAA |
Is OPC Right For You?
Solo Entrepreneurs & Freelancers
Corporate structure without needing a partner.
E-commerce Sellers
Solo sellers on Amazon, Flipkart needing GST & bank accounts.
Content Creators
YouTubers, influencers managing brand deals via corporate entity.
Consultants
Independent consultants seeking limited liability.
NRIs
Indian citizens abroad starting India operations.
Small Manufacturers
Corporate credibility for bank loans & MSME benefits.
Eligibility Criteria
| Requirement | Details |
|---|---|
| Member | 1 natural person, Indian citizen (resident or NRI) |
| Residency | ≥120 days in previous calendar year (reduced from 182) |
| Director | Min 1, max 15; member can also be the director |
| Nominee | Mandatory — becomes member on death/incapacity (Form INC-3) |
| Multiple OPCs | 1 person can be member of only 1 OPC simultaneously |
| Restrictions | Cannot be Section 8 company; cannot carry on NBFI activities |
| Capital | No minimum prescribed |
Documents You'll Need
PAN Card
Mandatory
Aadhaar Card
Identity & address
Passport Photo
White background
Address Proof
Aadhaar / Voter ID / DL
Mobile & Email
Linked to Aadhaar
PAN Card
Of nominee
Aadhaar Card
Of nominee
Consent (INC-3)
Nominee consent form
Passport
Mandatory
Overseas Proof
Apostilled
PAN (if any)
Or declaration
Rent Agreement
Or sale deed
NOC
From landlord
Utility Bill
< 2 months old
Prepared by TaxClue
e-MOA (INC-33), e-AOA (INC-34), Nominee consent (INC-3), INC-9, DIR-2 — all drafted by our CA/CS team.
Step-by-Step Process
Obtain DSC
Class-3 Digital Signature for the proposed director. Arranged within 1–2 working days.
Reserve Company Name
SPICe+ Part A. Must include "(OPC) Private Limited" suffix. Approval in 2–4 days.
Appoint Nominee
Obtain written consent (Form INC-3). TaxClue prepares the consent form.
Draft MOA & AOA
Customised e-MOA and e-AOA with OPC-specific provisions.
File SPICe+ Part B (INC-32)
Incorporation form with member, director, nominee details, and PAN/TAN application.
Pay Govt Fees & Stamp Duty
MCA fees and state stamp duty.
Certificate of Incorporation
MCA issues CoI with CIN, PAN, TAN.
Post-Incorporation Setup ✅
INC-20A (180 days), bank account, auditor (30 days), compliance calendar.
CRITICAL — INC-20A
OPCs incorporated after 2 Nov 2018 must file INC-20A within 180 days. Cannot commence business without it. Non-filing → penalties + possible strike-off.
Turnaround Time
| Step | Timeline |
|---|---|
| DSC procurement | 1–2 working days |
| Name reservation | 2–4 working days |
| MOA/AOA + nominee consent | 1–2 working days |
| SPICe+ filing & CoI | 3–7 working days |
| Total | 7–14 working days |
Government Fees & Charges
| Component | Amount |
|---|---|
| DSC | ₹1,500–₹2,500 |
| Name reservation | ₹1,000 per application |
| SPICe+ Part B (MCA) | ₹0 up to ₹15L capital |
| Stamp duty | ₹500–₹5,000+ (state-dependent) |
| PAN + TAN | ₹196 (in SPICe+) |
Stamp duty varies by state. TaxClue provides state-specific estimates upfront.
Post-Registration Compliance
| Compliance | Deadline | Form |
|---|---|---|
| INC-20A | Within 180 days | INC-20A |
| Appoint Auditor | Within 30 days | ADT-1 |
| Annual Return | Within 60 days of FY-end | MGT-7A (simplified) |
| Financial Statements | Within 180 days of FY-end | AOC-4 |
| DIR-3 KYC | By 30 September | DIR-3 KYC |
| Income Tax | By 31 October | ITR-6 |
OPCs are exempt from AGMs (Section 96(1) proviso). Board resolutions via minute book (Section 122). Cash flow statements not mandatory for small OPCs.
Penalties for Non-Compliance
| Default | Penalty |
|---|---|
| INC-20A not filed (180 days) | ₹50K on company; ₹1K/day on directors. Strike-off risk. |
| Late MGT-7A / AOC-4 | ₹100/day of delay (no cap) |
| Auditor not appointed | ₹300/day (max ₹12K) |
| DIR-3 KYC not filed | DIN deactivated; ₹5K to reactivate |
| Non-appointment of nominee | Non-compliance with Section 2(62); RoC notice |
| Rule 9B non-compliance | ₹10K + ₹1K/day (if above small company thresholds) |
Why Choose TaxClue?
OPC Specialists
Deep expertise in OPC incorporation and nominee structuring.
2021 Amendment Expertise
We leverage latest OPC rules for maximum flexibility.
NRI OPC Support
Full FEMA-compliant incorporation for NRIs.
Nominee Docs Handled
INC-3 and all nominee formalities managed.
7–14 Day Processing
Error-free applications for fast RoC approval.
100% Online
No visits. DSC shipped. Everything digital.
Post-Incorp Support
INC-20A, auditor, bank account, compliance calendar.
4.9/5 Google Rating
5,000+ businesses served across India.
TaxClue's Process
Free Consultation
Confirm OPC is right for you (vs Pvt Ltd or LLP).
Document Collection
Member, nominee, office docs via WhatsApp/email.
DSC Procurement
Class-3 DSC arranged and delivered.
Name Reservation
SPICe+ Part A with "(OPC) Private Limited" suffix.
MOA/AOA + Nominee Consent
All documents drafted and executed.
SPICe+ Filing + CoI
Complete filing. Receive CoI with CIN, PAN, TAN.
Post-Incorp Setup ✅
INC-20A, bank account, auditor, compliance calendar.
What Our Clients Say
OPC Across Industries
Comparison with Alternatives
| Parameter | OPC ✅ | Pvt Ltd | LLP | Proprietorship |
|---|---|---|---|---|
| Members | 1 only | 2–200 | 2+ | 1 |
| Limited Liability | ✓ Yes | ✓ Yes | ✓ Yes | ✗ No |
| VC/PE Funding | ✗ No | ✓ Yes | ✗ No | ✗ No |
| AGM Required | ✗ No | Yes | No | No |
| Compliance | Low | High | Low | Minimal |
| Tax Rate | 22% (115BAA) | 22% | 30% | Slab |
| Best For | Solo entrepreneurs | Funded startups | Professionals | Very small ops |
Frequently Asked Questions
Amendments (2021–2026)
- Apr 2021Removed mandatory conversion limits. NRIs eligible. Residency: 120 days. Voluntary conversion anytime.
- Oct 2023Rule 9B — mandatory demat for non-small private companies (includes OPCs above thresholds)
- Feb 2025Rule 9B deadline extended to 30 June 2025
- Dec 2025Small company thresholds revised: capital ≤₹10Cr, turnover ≤₹100Cr
- 2026DIR-3 KYC 3-year cycle; MGT-7A continues for OPCs
- Mar 2026No further changes to OPC framework. 2021 amendments remain in full force.
Real Clients. Real Results.
Freelance Developer — Bengaluru
Solo full-stack developer earning ₹25L/year registered OPC for invoicing, GST compliance, and professional credibility. Completed in 9 days.
NRI Entrepreneur — Dubai/Delhi
NRI in Dubai wanted to start an e-commerce brand in India. OPC incorporated under 2021 NRI provisions. Remote DSC coordination, complete setup.
Content Creator — Mumbai
Popular YouTuber with ₹40L brand deal revenue incorporated OPC for tax planning and professional management. 10 working days.
You Might Also Need
Complete OPC Registration —
Solo Entrepreneurs Deserve Expert Support.
DSC, DIN, name approval, nominee appointment, MOA/AOA, SPICe+, PAN, TAN, CoI, and post-incorporation compliance — all handled.