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Home / Company Law & Secretarial Services / OPC Registration
Last updated: 2 October 2026
An OPC gives a sole founder a separate legal entity and limited liability without finding a second shareholder. The 2021 amendment removed the old forced-conversion thresholds and opened OPCs to NRIs — yet most pages online still quote the repealed rules. Expertvuw’s team files on the current position.
A One Person Company is defined under Section 2(62) of the Companies Act, 2013 as a company with only one person as a member. It is a full body corporate — separate legal personality, perpetual succession, liability limited to the subscribed capital — available to a founder who has no second shareholder to bring in.
Two things changed with the Companies (Incorporation) Second Amendment Rules, 2021, and both matter commercially. An OPC no longer has to convert into a private or public company when its paid-up capital crosses ₹50 lakh or its average annual turnover crosses ₹2 crore; that mandatory trigger was removed, and conversion is now voluntary. The two-year waiting period before voluntary conversion was also omitted. Separately, a non-resident Indian citizen may now incorporate an OPC, and the residency test was reduced from 182 days to 120 days in the preceding financial year.
A great many Indian company-formation pages still publish the repealed ₹50 lakh and ₹2 crore conversion rules. If you are planning around those numbers, you are planning around a rule that no longer applies.
Member. An OPC has exactly one, who must be a natural person and an Indian citizen.
Nominee, named at incorporation with written consent in Form INC-3, who becomes the member on the founder’s death or incapacity.
Minimum paid-up capital. Capitalise for the business, not for the form.
Residency test in the preceding financial year, reduced from 182 days by the 2021 amendment.
Turnover or capital at which conversion becomes mandatory. The ₹50 lakh and ₹2 crore triggers were removed in 2021.
OPCs a person may incorporate — and they may be nominee in only one other.
An OPC is simple to incorporate and easy to get structurally wrong. These are the three that cost the most.
The ₹50 lakh paid-up capital and ₹2 crore turnover triggers that forced an OPC to convert were removed by the Companies (Incorporation) Second Amendment Rules, 2021. Founders still throttling revenue or deferring capital to stay under those numbers are managing a rule that no longer exists.
The nominee becomes the sole member if you die or become incapacitated — they inherit the company, not merely a shareholding. Naming a relative who has never been told, and whose consent was collected as a formality, is how a functioning business ends up in a dispute at the worst possible time.
An OPC cannot have a second member. The moment you want to bring in a co-founder, an investor or an ESOP pool, the company has to be converted. If a second shareholder is likely within a year, incorporate as a private limited company and save yourself the conversion.
The question that settles it is not turnover. It is whether a second shareholder — co-founder, investor or employee with equity — is coming within the next year or two.
A single founder who wants limited liability and corporate standing, with no second shareholder in prospect. Full company status, no AGM requirement, and no forced conversion since 2021.
Two or more shareholders, outside investment likely, ESOPs planned. The structure investors will actually fund, at the cost of a heavier compliance calendar.
Two or more partners, no plan to raise equity. Lighter annual compliance than a company, but it needs a second partner, so it is not open to a sole founder.
Simplest and cheapest to run, with no separate legal identity. Your personal assets stand behind every business debt, which is the reason most founders leave it.
We check whether an OPC is right for you — chiefly whether a second shareholder is coming — then run name availability and a trademark screen.
Digital Signature Certificate and DIN for the sole director, and the nominee’s written consent in Form INC-3. We talk the nominee through what they are actually consenting to.
SPICe+ Part A filed, with the approved name holding for 20 days. Object clauses drafted around your actual plans, not a standard set.
The integrated filing: incorporation, DIN, PAN, TAN, EPFO, ESIC, bank account, and GSTIN where you have opted in.
CIN, PAN and TAN are issued together. You receive the certificate, the MOA and AOA and the full incorporation set in one pack.
Bank account funded, INC-20A filed, auditor appointed within 30 days, statutory registers opened. Typical timeline: 7–14 working days to incorporation.
Lighter than a private limited company in two specific ways, and identical in the rest. The exemptions are real but narrower than founders expect.
An OPC is exempt from holding an annual general meeting. Where the company has a single director, resolutions are entered and signed in the minutes book.
The abridged annual return and the financial statements are still filed every year. An OPC’s financial statements need not include a cash flow statement.
The declaration of commencement of business applies to an OPC exactly as it does to any company with share capital, and the same penalties follow if it is missed.
The sole director files KYC annually. A missed filing deactivates the DIN and carries a ₹5,000 reactivation fee.
Call us or send your query during office hours, Monday to Saturday, 10 AM to 7 PM.
Most OPC registrations complete in 7 to 14 working days once documents are complete and signed. The filing route is the same SPICe+ form used for a private limited company. The step that most often adds time is the nominee’s consent in Form INC-3, because it needs the nominee’s PAN, Aadhaar and signature — so we start that on day one rather than at the end.
No. The rule that forced an OPC to convert into a private or public company on crossing ₹50 lakh of paid-up capital or ₹2 crore of average annual turnover was removed by the Companies (Incorporation) Second Amendment Rules, 2021. An OPC may now continue at any size, and conversion is voluntary. The earlier two-year waiting period before voluntary conversion was also omitted. A large number of Indian company-formation websites still publish the repealed thresholds.
The nominee must be a natural person who is an Indian citizen, and they must give written consent in Form INC-3 at the time of incorporation. On the sole member’s death or incapacity to contract, the nominee becomes the member of the company — they inherit the company itself, not merely a shareholding. A person can be the nominee of only one OPC. Choose someone who understands what they are accepting and would actually be willing to run or wind up the business.
Yes. Since the 2021 amendment, a natural person who is an Indian citizen may incorporate an OPC whether resident in India or otherwise, which opened the structure to NRIs. The residency test was also reduced from 182 days to 120 days in the preceding financial year. A foreign citizen who is not an Indian citizen cannot form an OPC — a private limited company or a wholly owned subsidiary is the route there.
An OPC is exempt from holding an annual general meeting, and its financial statements need not include a cash flow statement. Everything else applies: AOC-4 for financial statements, MGT-7A as the abridged annual return, the income tax return, DIR-3 KYC for the director, appointment of the first auditor within 30 days of incorporation, and INC-20A within 180 days before the company may commence business or borrow.
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Incorporation documents are prepared and filed on the MCA portal by Expertvuw’s team. Certifications that the law reserves for practising professionals are issued by independent practising professionals engaged for your case.