A One Person Company lets a single entrepreneur enjoy the credibility and limited liability of a company without needing a second shareholder. It was created specifically for solo founders.
This guide covers OPC eligibility, the nominee requirement, the rules that changed in 2021, and the compliance you should expect.
Quick answers
What is an OPC?
A company owned by a single individual with limited liability, under Section 2(62).
Who can form one?
A resident Indian natural person; NRIs are now also allowed.
Is a nominee required?
Yes, one nominee must be named in Form INC-3.
Is there a turnover limit?
Forced conversion limits were removed in 2021; an OPC can continue at any size.
How many directors?
A minimum of one director is allowed.
What is a One Person Company?
A One Person Company (OPC) is a company incorporated with a single member under Section 2(62) of the Companies Act, 2013. It is a separate legal entity offering limited liability, designed so that one individual can run a corporate structure with minimal compliance, while naming a nominee who takes over if the member dies or is incapacitated.
Key terms explained
- Member: The single owner of the OPC, who must be a natural person, not a company.
- Nominee: The person who becomes the member if the original member dies or cannot act; consent is given in Form INC-3.
Who is eligible to form an OPC
Only a natural person who is an Indian citizen can be the member of an OPC. Following the 2021 amendment, NRIs are also permitted to incorporate an OPC.
A person can incorporate only one OPC and be the nominee of only one OPC at a time.
An OPC cannot be incorporated as, or converted into, a Section 8 (non-profit) company, and cannot carry out non-banking financial investment activity.
Legal framework
- Governing law: Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014.
- Key sections / rules: Section 2(62) (definition), Rule 3 and Rule 6 (eligibility and conversion), Section 122 (exemptions).
- Regulatory authority: Registrar of Companies under the MCA.
How OPC registration works
- Obtain DSC and decide the nominee — The proposed member obtains a Class 3 DSC and identifies a nominee who consents in Form INC-3.
- Reserve the name (SPICe+ Part A) — Propose a unique name ending with '(OPC) Private Limited'.
- File SPICe+ Part B — Submit incorporation details, the nominee's consent, e-MoA, e-AoA and INC-9, which also allots DIN, PAN and TAN.
- Pay fees and submit — Pay MCA fees and state stamp duty online.
- Receive Certificate of Incorporation — The RoC issues the Certificate of Incorporation with the CIN, PAN and TAN.
OPC rules at a glance (2026)
| Rule | Position |
|---|---|
| Members | Exactly one (a natural person) |
| Nominee | One, mandatory (Form INC-3) |
| Directors | Minimum one, maximum fifteen |
| Forced conversion on turnover | Removed from 1 April 2021 |
| NRI eligibility | Permitted since 2021 |
The earlier mandatory conversion thresholds of Rs 50 lakh paid-up capital and Rs 2 crore turnover were removed by the Companies (Incorporation) Second Amendment Rules, 2021.
Common mistakes to avoid
- Believing turnover forces conversion. The Rs 2 crore turnover and Rs 50 lakh capital conversion triggers were removed in 2021. An OPC can now continue at any size, though you may still convert voluntarily.
- Skipping the nominee. An OPC cannot be incorporated without a nominee who has consented in Form INC-3.
- Trying to run two OPCs. A person can be a member of only one OPC. A second OPC must be structured differently.
Penalties and consequences
An OPC that fails to file its financial statements in Form AOC-4 on time attracts a penalty of Rs 10,000 plus Rs 100 per day of continuing default under Section 137 of the Companies Act, 2013.
An OPC must hold at least one board meeting in each half of the calendar year with a gap of at least 90 days; non-compliance can attract penalties under Section 173 of the Companies Act, 2013.
How these provisions connect
The nominee named in Form INC-3 automatically becomes the member if the original member dies, ensuring the OPC continues without dissolution.
Because the 2021 amendment substituted Rule 6, an OPC's growth no longer triggers mandatory conversion, decoupling business size from corporate form.
OPC vs sole proprietorship
| Feature | OPC | Sole Proprietorship |
|---|---|---|
| Legal identity | Separate | Same as owner |
| Liability | Limited | Unlimited |
| Compliance | Annual ROC + audit | Minimal |
| Nominee | Required | Not applicable |
Key takeaways
- An OPC is a single-member company under Section 2(62) that gives a solo founder limited liability.
- A nominee is mandatory and consents in Form INC-3; the nominee inherits membership on the member's death.
- Mandatory conversion on crossing Rs 2 crore turnover or Rs 50 lakh capital was removed from 1 April 2021.
- An OPC still files annual ROC returns and needs a statutory audit every year.
Frequently asked questions
What is a One Person Company?
A One Person Company is a company with a single member under Section 2(62) of the Companies Act, 2013. It offers limited liability and a separate legal identity to one individual owner.
Who is eligible to form an OPC?
Only a natural person who is an Indian citizen can form an OPC, and since 2021, NRIs are also eligible. A person can incorporate only one OPC at a time.
Is there still a turnover limit for an OPC?
No mandatory conversion limit applies since 1 April 2021. An OPC can continue at any turnover, though the owner may convert to a Private Limited voluntarily.
What is the role of the nominee in an OPC?
The nominee becomes the member if the original member dies or is incapacitated. The nominee's consent is recorded in Form INC-3 at incorporation.
Can an NRI form a One Person Company?
Yes. Following the Companies (Incorporation) Second Amendment Rules, 2021, NRIs are permitted to incorporate an OPC in India.
How many directors can an OPC have?
An OPC must have at least one director and can have up to fifteen. The single member is usually also the sole director.
Does an OPC need a statutory audit?
Yes. Like other companies, an OPC must have its financial statements audited every year, regardless of turnover.
Can an OPC do any business?
Almost any, except that it cannot be a Section 8 (non-profit) company or carry on non-banking financial investment activities.
Need help with this?
If you are a solo founder weighing an OPC, Regikart's CA & CS team can confirm eligibility and handle the filing. Learn more on our company registration page, or compare structures in our Private Limited vs LLP vs OPC guide. You can also call or WhatsApp Regikart on +91 70444 94804 (Mon–Sat, 9 am–7 pm IST), or contact us.
About the author
Deepak
Senior Advisor at Regikart. Want to discuss this in the context of your business?
