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One Person Company (OPC)

A One Person Company (OPC) is a unique business structure introduced under the Companies Act, 2013 to support solo entrepreneurs. It allows a single individual to incorporate a company with limited liability protection and a separate legal identity, just like a Private Limited Company. An OPC can be converted into a Private or Public Limited Company as it grows, making it an ideal choice for small businesses, freelancers, and startups who want corporate benefits without multiple partners.

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— Pooja Verma Director, StyleNest OPC Pvt Ltd

Solo entrepreneur होते हुए, मुझे limited liability चाहिए थी। Adtaxs ने process smooth कर दिया।

— Manish Jain Owner, FinGrow OPC Pvt Ltd

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₹9999

₹ 6,999 + Govt. Fee (to be paid later)

MOA & AOA Drafting
All Filing Fees Included
Digital Signature Certificate 2 Years Validity
Name Approval
GST Consulting
Company PAN+TAN
Incorporation Certificate & CIN
Appoint First Auditor of the Company
Open a Business Bank Account
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GST Registration

₹17999

₹ 11,999 + Govt. Fee (to be paid later)

MOA & AOA Drafting
All Filing Fees Included
Digital Signature Certificate 2 Years Validity
Name Approval
Incorporation Fees Authorised Capital Of Rs.1 Lakhs
Company PAN+TAN
GST Registration
PF & ESIC Registration
Appoint First Auditor of the Company
Open a Business Bank Account
Free GST Monthly Return 1 Month

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Annual Return Filing
Financial Statements
Director’s Report
Statutory Audit
Income Tax Return
Compliance with Other Regulations
Appointment of Auditor
Change in Shareholding or Directors
Filing of Form MGT-14
Board Meetings
Ongoing Compliance Support

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Companies Act, 2013 (India)

One Person Companies in India are governed by the Companies Act, 2013 and regulated by the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA). Compliance requirements include filing of annual returns, maintaining proper books of accounts, and appointment of a statutory auditor.

A one-person company (OPC) is a type of business entity where a single individual can both own and operate the entire business. This structure is particularly beneficial for entrepreneurs who want to run a business on their own without the need for partners or shareholders. The OPC allows the sole owner to enjoy limited liability, meaning their personal assets are protected from business debts, unlike a sole proprietorship. This structure simplifies decision-making, as the owner has complete control over the company’s operations, financial management, and strategic direction.

Additionally, an OPC can help build credibility and provide a more formalized structure for solo entrepreneurs compared to running a business under an individual’s name. It is a great option for small businesses aiming for growth without immediately taking on additional partners or investors.

Limited Liability

Owner’s personal assets remain protected against business financial risks.

Separate Entity

Company exists independent from the single shareholder or director.

Credibility

More trusted by banks, investors, and business stakeholders.

Easy Compliance

Simpler requirements than Private or Public Limited Companies.

Full Control

Single owner enjoys complete control over company decisions.

Future Expansion

OPC can easily convert into Private Limited Company.

Eligibility Criteria

The eligibility criteria for forming a One-Person Company (OPC) vary by jurisdiction, but generally include the following:

Single Shareholder: Must have only one individual as the shareholder, who cannot be a company or entity.
Resident Status: The shareholder must be a resident of the country where the OPC is registered, typically requiring residency for at least 182 days in the preceding year.
Nominee Requirement: A nominee, also a resident individual, must be appointed to take over the company in case of the shareholder’s death or incapacity.
Age Requirement: Both the shareholder and nominee must be adults; minors cannot participate.
Natural Persons Only: Only individuals can form an OPC; entities like corporations or partnerships are not eligible.
Business Activity Restrictions: Certain sectors may be restricted, and OPCs cannot engage in investment activities.
Limit on OPCs: An individual can only incorporate one OPC and cannot be a nominee in more than one.
Conversion Limitations: If the OPC’s turnover or capital exceeds specified thresholds, it must convert to a private limited company.

Required Documents

Here’s a checklist for forming a One-Person Company (OPC):

PAN card of shareholder and nominee
Aadhaar/Passport/Voter ID/Driving License of shareholder and nominee
Passport-size photographs
Proof of registered office (rent agreement/utility bill)
NOC from property owner (if rented premises)
Digital Signature Certificate (DSC) of shareholder
MOA & AOA drafted and signed

Pre-Registration:
1. Eligibility: Ensure you are an individual resident in the country.
2. Unique Name: Choose and check availability of a unique name for the OPC.
3. Business Activity: Identify the primary business activities.
4. Nominee: Appoint a resident individual as a nominee.
5. Registered Office: Decide on the registered office address.
Required Documentation:
1. Identity Proof: Government-issued ID for you and the nominee.
2. Address Proof: Utility bill or rental agreement for both.
3. Digital Signature: Obtain a digital signature certificate (DSC).
4. Director Identification Number (DIN): Apply for a DIN.
Registration Process:
1. Prepare Documents: Draft Memorandum of Association (MOA), Articles of Association (AOA), and other necessary documents.
2. File Application: Submit the application and documents to the relevant authority.
3. Certificate of Incorporation: Obtain the official incorporation certificate.
Post-Registration Compliance:
1. Bank Account: Open a business bank account in the OPC’s name.
2. Licenses/Permits: Acquire necessary business licenses or permits.
3. Ongoing Compliance: Meet ongoing filing and tax obligations.
4. Record Keeping: Maintain proper records of transactions and meetings.

Types of One Person Company

There are several types of One-Person Companies (OPCs) based on different criteria. Here are some common classifications:

By Ownership Structure

While technically not an OPC, a sole proprietorship is often compared to an OPC. It’s owned and operated by a single individual but does not provide limited liability.

By Purpose

Focuses on providing services (e.g., consulting, freelancing). Engages in manufacturing or selling products (e.g., retail, e-commerce).

By Industry

Engaged in technology-related services (e.g., software development, IT services). Involved in creative fields (e.g., graphic design, content creation). Offers specialized advice in fields like finance, marketing, or business management.

By Regulatory Structure

Operates in sectors that do not require stringent regulatory oversight (e.g., general consulting). Operates in sectors that are highly regulated (e.g., finance, healthcare) and must adhere to specific compliance requirements.

By Turnover and Scale

Typically has a low annual turnover and operates on a small scale. May have a slightly higher turnover but still operates primarily by one person.

By Jurisdiction

Registered and operating within one country. Engages in cross-border business or operates in multiple countries, potentially requiring different registration and compliance processes.

Features of One Person Company

Here are the key characteristics of a One-Person Company (OPC):

Single Ownership: Owned and operated by one individual.
Limited Liability: Personal assets are protected from business debts.
Separate Legal Entity: Recognized as distinct from the owner.
Nominee Requirement: A nominee must be appointed for succession.
Simplified Compliance: Fewer regulatory requirements compared to larger companies.
Perpetual Succession: Continues to exist independently of the owner’s life.
Credibility and Formal Structure: Enhances business credibility compared to sole proprietorships.
Flexibility in Operations: Full control over operations and decision-making.
Tax Benefits: May qualify for specific tax deductions and benefits.
Limit on Incorporation: An individual can form only one OPC at a time.

Steps to Register / Registration Process

To register a private limited company in India, you need to obtain a Digital Signature Certificate (DSC) and Director Identification Number (DIN) for the proposed directors, and then file the incorporation documents with the Ministry of Corporate Affairs (MCA) through the online SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form. Vakilsearch offers an easy, three step process for business registering:

To register an OPC in India, first choose a unique company name and verify its availability on the MCA portal. Obtain a Digital Signature Certificate (DSC) and Director Identification Number (DIN) for the shareholder/director. Draft the Memorandum of Association (MOA) and Articles of Association (AOA). File the SPICe+ (INC-32) form along with e-MOA (INC-33), e-AOA (INC-34), and nominee consent form (INC-3) with the ROC. Once verified, the ROC issues a Certificate of Incorporation (COI). After incorporation, the OPC must apply for PAN, TAN, and open a bank account in the company’s name.

FAQ's

1. Who can form a One Person Company in India?

Only a natural person who is an Indian citizen and resident.

2. Can an OPC have more than one shareholder?

No, only one shareholder is allowed in an OPC.

3. Is a nominee compulsory in OPC registration?

Yes, a nominee must be appointed to succeed the shareholder.

4. What are the capital and turnover limits for OPC?

Paid-up capital ≤ ₹2 crore and turnover ≤ ₹20 crore.

5. Can OPC be converted into another company type?

Yes, OPC can be converted into a Private or Public Limited Company.

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