A One Person Company is a company with exactly one shareholder. It offers the same limited liability and separate legal personality as a private limited, with lighter annual compliance, no AGM, and the abridged MGT-7A return. Since the Companies (Incorporation) Second Amendment Rules, 2021, the mandatory conversion thresholds of ₹50 lakh capital and ₹2 crore turnover no longer exist. An OPC may now continue indefinitely at any size.
What Most OPC Pages Still Get Wrong
The Companies (Incorporation) Second Amendment Rules, 2021 changed the two things people most often ask about. Pages that have not been updated are giving advice that is four years out of date.
The ₹50 Lakh Capital Trigger
Mandatory conversion at ₹50 lakh paid-up capital no longer exists. An OPC may continue regardless of its capital.
The ₹2 Crore Turnover Trigger
Mandatory conversion at ₹2 crore turnover was removed by the same amendment. This is the single most commonly repeated error.
The Two-Year Wait
Voluntary conversion to a private limited previously required two years of existence. That restriction is gone, conversion is available at any time.
Exactly One Shareholder
An OPC permits one member and no more. Adding a co-founder means converting to a private limited company.
The Nominee Is Not Optional
Incorporation is impossible without a named nominee who has consented in Form INC-3. They take over on the member's death or incapacity.
Indian Resident Only
Only a natural person who is an Indian citizen and resident may form an OPC. A company cannot be a member.
Who An OPC Actually Suits
Solo Founders Wanting Corporate Standing
One owner who needs limited liability and a company identity for contracts, banking and credibility.
Consultants And Professionals Billing Corporates
Enterprise clients that will not onboard a proprietorship but do not require a full private limited.
Businesses Outgrowing A Proprietorship
Where personal-asset exposure has become the binding concern but there is still only one owner.
Not For Anyone With A Co-Founder
An OPC permits exactly one shareholder. If equity is being split, or investment is planned, incorporate a private limited instead.
What You Receive
Member & Nominee
- DSC for the sole director
- DIN allotment
- Form INC-3 nominee consent
- Nominee identity and address verification
Incorporation
- Name reservation via SPICe+ Part A
- MOA naming the nominee
- Articles of Association
- SPICe+ Part B filing
Activation
- Certificate of Incorporation
- PAN & TAN registration
- INC-20A commencement filing
- Year 1 compliance calendar
Four Steps, And The Nominee Is Step One.
- 01
Nominee Consent
We identify the nominee and take written consent in Form INC-3. Incorporation cannot proceed without it, so this comes first, not last.
- 02
DSC And Name Reservation
Digital Signature Certificate for the sole director, then name reservation through SPICe+ Part A, checked against both the MCA and trademark registers.
- 03
Incorporation Filing
MOA naming the nominee, AOA, and SPICe+ Part B with AGILE-PRO. DIN, PAN and TAN are issued through the same form.
- 04
Certificate And Setup
Certificate of Incorporation issued. We support current-account opening, the INC-20A commencement filing, and hand over the compliance calendar.
Six Reasons This Is Worth Doing Properly
The 2021 Rules, Applied Correctly
The ₹50 lakh capital and ₹2 crore turnover conversion triggers were abolished in 2021. Most pages still quote them. We advise on the rules as they actually stand.
Nominee Handled Properly
An OPC cannot be incorporated without a nominee. We take consent in Form INC-3, name them in the MOA, and file with SPICe+.
Single-Owner Structure, Full Liability Shield
One shareholder, complete corporate personality. Your personal assets sit outside the business.
Lighter Annual Filing
An OPC files MGT-7A rather than MGT-7, and is exempt from holding an AGM. Fewer moving parts than a private limited.
Conversion When You Want It
The two-year waiting period was also removed in 2021. Voluntary conversion to a private limited is available at any time.
We Will Tell You Not To
If you have a co-founder in mind or intend to raise equity, an OPC is the wrong structure, it permits exactly one shareholder.
Annual Obligations, Lighter Than A Private Limited, But Real
Annual Return
An OPC files the abridged MGT-7A rather than MGT-7. Due within 60 days of the deemed AGM date.
Financial Statements
Filed annually, within 180 days of the financial year end for an OPC.
No AGM Required
An OPC is exempt from holding an Annual General Meeting, one of its main administrative advantages.
DIR-3 KYC
Director KYC annually, ₹5,000 flat late fee, and a lapse blocks the company's other filings.
Statutory Audit
An OPC requires a statutory auditor appointed within 30 days of incorporation, regardless of turnover.
Typical Annual Cost
Professional fees for annual compliance, including audit. Lower than a private limited, higher than an LLP below its audit thresholds.
Asked Before Every OPC Registration
Fifteen Minutes With A Company Secretary. No Charge, No Pitch.
Tell us whether you intend to stay a single owner. If you do, an OPC is often the right answer. If a co-founder is coming, we will point you at a private limited instead.
or email us at consult@dhull.in