Registering a One Person Company can be easy if you have the right support from a professional firm that specializes in the MCA workflow. OPC Registration is most sought out by business owners who are running their proprietorship firms and do not want to share the ownership with anyone and at the same time wish to have all the features of private limited company like limited liability, separate legal entity and separate PAN for business because in normal proprietorship firm, only the proprietor's PAN is used. However; once you register a one person company, you have separate PAN of your business in the name of your OPC.
After the Companies Act, 2013 came into pitcure, it introduced the concept of One Person Company Registration under section 2(62) where you do not require a second person to dilute your shares. Gone are the days when you required minimum two persons to form a company. Now, you can register your company as One Person Company (OPC) without involving any other person in the form of Private Limited Company.
This concept of OPC has been brought by the Companies Act, 2013 and it states that One Person Company is in the nature of a private company itself which has only one person as its member. At the time of incorporation, the Memorandum of Association must name a nominee for the sole member of an OPC. The minimum number of director for an OPC is one but you can also have more than one director if your business grows.
What this means for you?
It means that along with the benefits of OPC, you also enjoy exemptions of Private Limited Company. The introduction of OPC in the legal system is a move that encourage micro businesses and entrepreneurships currently in a Proprietorship Form. Now, with the concept called OPC, everyone can have One Person Company registered.
OPC provides the option of limited personal liability of director or shareholder (as opposed to unlimited liability in sole proprietorship). Businesses which currently run under the proprietorship model can have conversion of proprietorship firm into oner person company without any difficulty with the help of Compliance Calendar LLP, precisely with the expertise of experienced Company Secretaries.
Eligibility for One Person Company (OPC) Registration
Single Shareholder: An OPC is designed for solo entrepreneurs. You must be the sole shareholder and appoint a nominee to ensure business continuity.
Director Criteria:
Age: Must be at least 18 years old.
Residency: While traditionally at least one director needed to be an Indian resident, the MCA now allows Non-Resident Indians (NRIs) to register an OPC.
Business Domain: Your business must comply with the permissible activities under the Companies Act, 2013. Define your objectives clearly in your MOA and AOA.
Nominee Requirement: Appoint a nominee who will assume the shareholder role if needed.
Financial and Legal Standing: Ensure you have the necessary address proof, identification, and bank details, and are free from any legal disqualifications.
New Update: NRIs Welcome
In line with the latest MCA guidelines, NRIs can now register an OPC. This update supports global investment and offers more flexibility for entrepreneurs worldwide.
Documents Required
Identity Proof
Identity Proof is required for the shareholder and director(s). Identity Proof has to be PAN Card copy for Indians. Note that a foreign national cannot incorporate an OPC. However, NRI is allowed.
Address Proof
Two Address Proofs are required for proposed shareholder and director(s). First is Aadhar Card/ Driving License/ Passport/ Voter ID and while Second can be Bank Statement/ Electricity Bill/ Mobile Bill/ Telephone Bill.
Contact Details
Mobile Number and E-mail ID are required and the same shall belong to the promoter only and not of any professional or closed relatives too. Further, one email address of proposed Company is also required.
Educational Qualification
Educational Qualification of the proposed directors is to be provided. However, no proof for the educational qualification is required. The CRC (MCA) does not ask for its copies to be attached with the incorporation documents.
Registered Office
A recent copy of the Electricity Bill/ Gas Bill/ Mobile Bill/ Telephone Bill is required. A rental agreement or lease/sale deed along with NOC from the landlord with his/her consent to use the office as a registered office is also required. Rent Agreement would not be required if the place is in the name of any of the director of OPC.
Draft Documents for SPICE+
Our team prepares the drafts documents as per the company law which are required to be submitted to CRC (MCA). At Compliance Calendar LLP, we make it simple with our experience and knowledge of regular OPC Company Registration for you.
You are not required to visit any place and we will complete the company registration procedure at the comfort of your home as the process is completely online.
Note: In addition to the above documents, you need to share with us the desirable company name and we will check its availability. Scope of the company or main business activities for the MOA, proposed share capital and place of business are some of the basic information, we do require from your end.
OPC Registration Procedure
The OPC Company Registration is a legal process requiring knowledge of company law as well as attestation service by a Professional who must be either Company Secretary or Chartered Accountant or Cost Accountant. It is always prudent to consult a professional than a consultant in the company registration journey to make it seamless with zero apprehension of wrong submission of documents and declaration.
At Compliance Calendar LLP, we have dedicated team for registration of companies anywhere in India. Recently, the MCA changed the Incorporation procedure to include DIN allotment, Issuance of PAN, TAN, GST, EPFO, ESIC, Professional Tax Registration (only in Maharashtra) and Opening of Bank Account.
The registration is done through Spice+ which has basically two parts:
Spice Part A: Name Reservation (Applicable to New Companies only)
Spice Part B:
Company Incorporation
Application for DIN
PAN Application
TAN Application
GSTIN Application
EPFO Registration
ESIC Registration
Opening of Bank Account for the Company
Profession Tax Registration (only for Maharashtra)
Book a consultation call with (OPC) Company Registration Professional at Compliance Calendar LLP today and do not let your dreams of becoming an entrepreneur take halt in the way to success.
Features of OPC
Section 2(62) of the Companies Act, 2013 define “One Person Company” as a company which has only one person as member.
OPC is a type of Private Company and only a natural person who is an Indian citizen and resident in India: -
(a) shall be eligible to incorporate a One Person Company;
(b) shall be a nominee for the sole member of a One Person Company.
“Resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty-two days during the immediately preceding one calendar year.
Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria specified in sub rule (2) within a period of one hundred and eighty days.
No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.
Such Company cannot be incorporated or converted into a company under section 8 of the Act.
Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of anybody corporates.
No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.
A natural person can be member of only one “One Person Company”, at any point of time and the said person shall not be a nominee of more than a One Person Company. The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.
The name of the person nominated shall be mentioned in the memorandum of One Person Company and such nomination in Form INC-32 (SPICe plus), Single Application for Incorporation of Company, along with consent of such nominee obtained in Form INC-3 and fee as provided in the Companies (Registration offices and fees) Rules, 2014 which shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.
The Companies Act, 2013 classifies companies on the basis of their number of members into One Person Company, Private Company and Public Company. As stated above, a private company requires a minimum of 2 members. In other words, a One Person Company is a kind of private company having only one member. Section 3(1)(c) lays down that a company may be formed for any lawful purpose by one person, where the company to be formed is to be One Person Company that is to say, a private company. In other words, one-person company is a kind of private company.
A One-person company shall have a minimum of one director. Therefore, a One Person Company will be registered with one member and one director. By virtue of section 3(2) of the Act, an OPC may be formed either as a company limited by shares or a company limited by guarantee; or an unlimited liability company.
Benefits of One Person Company
Limited Liability: One of the best features of One Person Company registration is that the liability of the person who invests money into the business (also known as shareholder) will be limited to the amount invested by him/her which also means that personal property of the promoter will remain safe and secure. This limited liability builds confidence of young entrepreneurs to fulfil their dream of having their own Company.
Separate Legal Entity:The separate legal entity feature gives your company to keep yourself and the company at length recognizing its own separate identity. In the eyes of law, Company and its Representatives are different personalities and Company can sue and be sued on its own name without the name of its shareholder or director(s).
Perpetual Succession: This is what makes the registered OPC different from proprietorship where on the death of proprietor, the firm ceases to exist but in case of registered company, even the death of director(s)/shareholder cannot stop the company to exist.
Easy exit and transferability: During the lifetime of the Company, if the shareholder wishes to exit from the company, he/she can do so by simply transferring his/her shares. It is very easy to transfer shares to other person by way of share transfer arrangements. This gives the shareholder the freedom to take informed decision whether to continue or not at any given point of time.
Owning Property: Company being a legal person can own property on its own name through its Legal Representative. The Property includes Intellectual Property (IPR) such as Trademark, Copyright, Patent and Design too. Company can also mortgage property the same way as a natural person to banks or any other financial institution.
Borrowing Capacity: Company being a Legal Person, when there comes a requirement to borrow capital or funds, it can be done through various modes of borrowing. Some of them could be Private Equity/ Angel Investor/ Venture Capitalist/ Short-term capital from Directors or their Relatives and Debts through Banks or FIIs.
Investment Ready: Any Investor who is looking to make investment generally prefers One Person Company than the old Proprietorship Firm because conversion of OPC to Private Limited Company is easy. This is what makes a One Person Company investment ready. A Private Limited Company can also get itself registered under DPIIT (Earlier DIPP) Scheme of Start-up India under Ministry of Commerce & Industry, Govt. of India to enjoy numerous benefits which the Indian Govt comes up time to time.
We make OPC Registration easy
At Compliance Calendar LLP, our incorporation experts provide end-to-end assistance for One Person Company (OPC) registration. We simplify the legal process, ensuring that every step is handled professionally and efficiently so you can focus on growing your business.
Our guidance begins with obtaining your Digital Signature Certificate (DSC) and Director Identification Number (DIN)—essential components required to kickstart your registration. Once these are in place, we assist you with the crucial step of name reservation, ensuring your chosen company name aligns with regulatory norms and is both unique and marketable.
Next, our team meticulously prepares the Memorandum of Association (MOA) and Articles of Association (AOA), which are fundamental documents outlining your company’s objectives and governance structure. We take extra care to ensure these documents accurately reflect your business model and comply with legal requirements, thus paving the way for a smooth registration process.
After finalizing these documents, we handle the filing of all necessary forms with the Registrar of Companies (ROC). Our expertise in dealing with regulatory authorities means that we minimize any potential errors or delays in your application. Upon approval, the ROC issues the Certificate of Incorporation, officially recognizing your OPC as a legally compliant entity.
Throughout the entire process, we provide you with regular updates and expert advice, ensuring that you remain well-informed and confident about each step of the registration journey. Our commitment is to deliver a hassle-free, transparent, and supportive experience that transforms the complexities of company formation into a straightforward, manageable process.
Compliance for One Person Company in India
A One Person Company (OPC) must meet annual compliance requirements to avoid penalties and maintain legal standing. Key filings include MGT-7A (Annual Return) and AOC-4 (Financial Statements), both due within 180 days from the financial year-end. Additionally, Income Tax Return (ITR-6) must be filed by 31st October.
If registered under GST, the OPC must comply with monthly, quarterly, or annual GST filings. Non-compliance attracts late filing penalties (INR 100/day per form), possible company strike-off, and director disqualification. Let Compliance Calendar LLP handle your OPC compliance with expert support, timely reminders, and hassle-free filings. Get started today!
How Compliance Calendar LLP Can Help?
End-to-End OPC Compliance Handling
Expert Assistance in ROC & IT Filings
Reminders & Timely Submission to Avoid Penalties
Affordable & Transparent Pricing
No Mandatory Conversion of OPC to Private Limited Company
Recent regulatory amendments have eased the growth path for One Person Companies (OPCs) by eliminating the mandatory conversion requirement. Previously, OPCs were required to convert into a Private Limited Company if their paid-up share capital exceeded INR 50 lakh or their average annual turnover surpassed INR 2 crore. However, under the latest rules, these thresholds no longer compel conversion, offering greater flexibility and reducing compliance burdens.
Key Legal References
- Section 18, Companies Act, 2013 outlines the framework for the conversion of companies, including OPCs, into other forms.
- Rule 6, Companies (Incorporation) Rules, 2014 provides the procedural guidelines for converting an OPC, detailing the necessary steps and conditions.
- Companies (Incorporation) Second Amendment Rules, 2021 notified on 1st February 2021 and effective from 1st April 2021, these amendments specifically remove the mandatory conversion based on the financial thresholds (INR 50 lakh paid-up capital and INR 2 crore turnover).
What This Means for Your OPC
Continued Operations: You can continue operating as an OPC regardless of reaching or exceeding the previously defined financial thresholds.
Flexibility & Simplicity: The removal of mandatory conversion requirements simplifies business operations and allows for organic growth without forced restructuring.
Reduced Compliance Pressure: Entrepreneurs benefit from lower regulatory burdens, enabling a focus on scaling the business without the immediate need to transition into a Private Limited Company.
Is Funding possible in One Person Company?
If you are an entrepreneur running a One Person Company (OPC) and dreaming of attracting angel investors or venture capital funding, please make note that investment in share capital is not possible in One Person Company because there can not be more than one shareholder in OPC type of company. While an OPC offers simplicity and ease of management, its single-shareholder structure can be a significant barrier to securing external investments. At Compliance Calendar LLP, we specialize in guiding you through the conversion of OPC into a Private Limited Company.
Expand Your Ownership Structure: As an OPC, you're limited to just one shareholder, which restricts your ability to bring in new investors. Converting to a Private Limited Company allows you to have a minimum of two shareholders and directors, creating a robust corporate structure that investors demand.
Meet Investor Expectations: Angel investors and venture capital firms typically look for companies with clear, professional governance and the flexibility to accommodate multiple investors. A Private Limited Company not only meets these criteria but also enhances your company’s credibility and market appeal.
Facilitate Scalable Growth: With the ability to issue and transfer shares, a Private Limited Company structure supports a dynamic investor base. This flexibility is crucial for businesses poised for rapid expansion, ensuring that you’re well-prepared for future growth and strategic partnerships.
One Person Company is the most sought form of Company Registration in India after Private Limited Company. It is the most preferred form of business and regulated by Ministry of Corporate Affairs (MCA) under Companies Act, 2013. A One Person Company is a type of business structure registered with MCA to give a separate legal existence to the business different from its directors and shareholders. This means that a company continues to exist even after the death of any member/director in the company.
A minimum of one person is required to form a One Person Company. It is not even important that member should be different from director. In a company, the same person can act as Member and Director both at the same time. Member and Shareholder are one in the same. That means an individual may become shareholder and director at the same time. However, you can always increase the number of directors from more than one.
There is no minimum capital requirement to form a One Person Company. Startups may choose on their own how much paid-up capital they want to keep during the Company Registration. However, generally one lac capital is kept as per most companies registered data.
Name reservation is quite simple and easy to obtain. Our professionals will guide and help you in choosing the best suitable name of your OPC company according to name guidelines of company incorporation and trademark laws.
Director Identification Number (DIN) is a unique number assigned by the MCA to Individuals allowing them to become Director in any Company or Designated Partner in an LLP (In LLP, it is called DPIN). Any natural person above the age of 18 years can become the director in the company after getting DIN. There are no specific regulations provided in terms of citizenship or residency, also a foreign national can become a director. However, it is important note here that a foreign national cannot incorporate an OPC.
Digital Signature Certificate (DSC) is the digital equivalent (electronic format) of physical or paper-based certificates. Likewise, a digital certificate can be presented electronically to prove one's identity, to access information or services on the Internet or to sign certain documents digitally. SPICE+ forms are filed for online company registration after affixing the DSC. The subscribers to MOA & AOA shall possess DSC for submitting e-forms for incorporation.
Memorandum of Association (MOA) is a legal document prepared during the registration process of a company to define its relationship with shareholders and contains the main objectives of the company. Articles of Association (AOA) are by-laws of the company and it regulates management of a company and creates certain rights and obligations between the members and the company.
Yes, Startups get benefits of getting themselves registered as a Start-up under DPIIT and avail many benefits launched by the Govt. Corporates recognize One Person Company very well and the foremost advantage is of credibility and good reputation of the established business in the eyes of Investors, Incubation Centres, Financial Institutions and Customers at large. If the business makes good revenue, they can easily convert the OPC to normal Private Limited Companies.
Post incorporation compliances are easy and manageable. Companies Act, 2013 provides a lot of exemptions to private Companies especially OPCs due to which compliances becomes easy and handy. At CCL, Professionals are there to manage each and every compliance of your OPC Business. Get in touch with us to know the post incorporation compliance especially for commencement of business.
No, With Compliance Calendar LLP, no compliance is complicated. Our team is here to manage each and every thing when it is about managing company compliances
We are the market experts in registration and compliance of OPC Private Limited. We can help you with end to end services in One Person Registration anywhere in India. Company Registration is a legal process and therefore it is prudent to assign the work to a professionally managed firm like CCL.
Not to worry at all! A Professional from our experienced team will resolve all your queries. Our OPC Registration Experts will give you the best advice without any consultancy fees. Write to us at info@ccoffice.in or WhatsApp/Call us +91 9988424211 and we will be more than happy to be partner in your entrepreneurial journey.
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