Posted By: Admin Published: 28-08-2025

One Person Company (OPC) is a unique business structure introduced under the Companies Act, 2013 in India. It allows a single entrepreneur to operate a company with limited liability while enjoying the benefits of a corporate structure. This guide provides an in-depth look at OPC registration, its advantages, requirements, and the process involved. Additionally, we will address common FAQs related to OPC registration.

Understanding One Person Company (OPC)

What is an OPC?

A One Person Company (OPC) is a type of company that can be formed with just one member. It is suitable for entrepreneurs who want to operate a business independently without the need for a partner. The key features of an OPC include:

• Limited Liability: The liability of the sole member is limited to the amount of unpaid capital.
• Separate Legal Entity: An OPC is distinct from its owner, allowing it to own assets, incur liabilities, and enter into contracts in its own name.
• Simplified Compliance: OPCs benefit from reduced compliance requirements compared to other company structures.

Key Features of OPC

• Single Member: Only one person is required to form an OPC.
• Minimum Capital Requirement: No minimum capital requirement is mandated for OPC registration.
• Mandatory Conversion: If the paid-up capital exceeds ₹50 lakh or the annual turnover exceeds ₹2 crore, the OPC must convert into a private or public company.
• Nominee Requirement: The sole member must appoint a nominee who will take over in case of the member's death or incapacity.

Advantages of OPC Registration

1. Limited Liability Protection

One of the primary benefits of forming an OPC is the limited liability protection it offers. This means that the personal assets of the member are safeguarded from the company's debts and liabilities.

2. Sole Control

As the sole member, you have complete control over business decisions and operations without needing approval from partners or shareholders.

3. Enhanced Credibility

Registering as an OPC lends credibility to your business, making it easier to access loans and attract clients.

4. Easier Compliance

Compared to private and public companies, OPCs have fewer compliance requirements, making it easier for entrepreneurs to manage.

5. Tax Benefits

OPCs may benefit from certain tax advantages, including reduced corporate tax rates and deductions available to companies.

Requirements for OPC Registration

Before initiating the registration process, ensure you meet the following requirements:

1. Eligibility Criteria

• The member must be a natural person, Indian citizen, and resident in India for at least 182 days in the preceding financial year.
• The member cannot be a nominee of more than one OPC.

2. Documentation Required

• Identity Proof: Aadhar card, PAN card, or passport of the sole member.
• Address Proof: Utility bill, rental agreement, or bank statement as proof of the registered office address.
• Nominee Details: Identity and address proof of the appointed nominee.

3. Unique Name

The proposed name for the OPC must be unique and not similar to any existing company or trademark. It should end with "One Person Company" or "OPC."

OPC Registration Process

The process of registering a One Person Company involves several steps:

Step 1: Obtain a Digital Signature Certificate (DSC)

1. Choose a Certifying Authority: Select a government-recognized certifying authority to obtain a DSC.
2. Submit Documents: Provide identity proof and address proof to apply for the DSC.
3. Receive DSC: Once processed, you will receive a digital signature, which is necessary for electronic filings.

Step 2: Apply for Director Identification Number (DIN)

1. DIN Application: File Form DIR-3 with the Ministry of Corporate Affairs (MCA) to obtain a DIN for the sole member.
2. Submit Required Documents: Attach identity proof and address proof with the application.

Step 3: Name Reservation

1. File Form SPICe+: Use the SPICe+ form for name reservation and company incorporation.
2. Name Approval: The Registrar of Companies (ROC) will approve the name if it meets the guidelines.

Step 4: Drafting the Memorandum and Articles of Association (MoA and AoA)

1. Prepare MoA: The Memorandum of Association outlines the company’s objectives and scope of operations.
2. Prepare AoA: The Articles of Association govern the internal management of the company.
3. Sign the Documents: The sole member must sign both documents.

Step 5: Filing the Incorporation Application

1. Submit SPICe+ Form: File the SPICe+ form along with the MoA, AoA, and other required documents to the ROC.
2. Pay Registration Fees: Pay the prescribed fees based on the authorized capital.

Step 6: Receive Certificate of Incorporation

Once the application is approved, you will receive a Certificate of Incorporation, officially registering your OPC.

Compliance Requirements for OPCs

1. Annual Return Filing

Every OPC must file an annual return in Form MGT-7 with the ROC within 60 days from the end of the financial year.

2. Financial Statements

An OPC is required to prepare and file financial statements in Form AOC-4 within 30 days from the date of the Annual General Meeting (AGM).

3. Maintenance of Books of Accounts

Maintain proper books of accounts and financial records at the registered office.

4. Appointment of Auditor

An OPC must appoint an auditor within 30 days of incorporation, who will serve until the conclusion of the first AGM.

Conclusion

Registering a One Person Company (OPC) is an excellent option for entrepreneurs seeking to operate independently while enjoying the benefits of limited liability and a separate legal entity. The process may seem complex, but with the right guidance and documentation, it becomes manageable.

At Tripathi & Arora Associates, we specialize in assisting entrepreneurs with OPC registration and compliance. Our expert team is dedicated to providing support at every step of the process, ensuring you can focus on growing your business. If you have any questions or need assistance, feel free to contact us. Let us help you turn your entrepreneurial dreams into reality!

FAQs about OPC Registration

1. Can a minor be a member of an OPC?

No, a minor cannot be a member of an OPC. Only a natural person who is a major can form an OPC.

2. Is there a minimum paid-up capital requirement for OPC?

No, there is no minimum paid-up capital requirement for OPC registration.

3. Can an OPC convert to a private or public company?

Yes, if the paid-up capital exceeds ₹50 lakh or the annual turnover exceeds ₹2 crore, the OPC must convert into a private or public company.

4. What happens to the OPC in case of the sole member's death?

The nominee appointed at the time of registration will take over the responsibilities and operations of the OPC in case of the sole member's death.

5. Can an OPC have multiple directors?

No, an OPC can have only one member, but it can appoint a maximum of 15 directors.

6. Are there any restrictions on the number of OPCs one person can form?

A person can only be a member of one OPC at a time, but they can incorporate multiple OPCs with different nominees.

7. How long does the OPC registration process take?

The registration process typically takes around 15 to 30 days, depending on the efficiency of document submission and approval by the ROC.

8. What is the process for closing an OPC?

To close an OPC, a formal process called "winding up" must be followed, which involves filing necessary forms with the ROC and settling all liabilities.