At a glance
| Owners | Minimum capital | Turnover limit | Our fee |
|---|---|---|---|
| 1 member plus 1 nominee | None | None since 1 April 2021 | ₹1,499 |
What is a One Person Company?
A One Person Company is a company with only one person as its member, defined in section 2(62) of the Companies Act, 2013. It is a private company, so its name ends with "(OPC) Private Limited", and it is a separate legal person from its owner.
You get what a private limited company gives: limited liability, a CIN, the ability to own property and sign contracts in the company's name, and perpetual succession. The difference is ownership. One individual holds all the shares, and a nominee named at incorporation takes over membership if that individual dies or becomes incapable of contracting.
An OPC suits consultants, freelancers moving to a corporate structure, and solo founders who want to separate business risk from personal assets. If you expect a co-founder or investor soon, starting as a private limited company may save a conversion later.
OPC rules in 2026: what changed on 1 April 2021
The Ministry of Corporate Affairs amended the OPC rules by a notification of 1 February 2021, effective 1 April 2021. Four changes still shape how OPCs work today.
| Rule | Before 1 April 2021 | From 1 April 2021 |
|---|---|---|
| Who can form an OPC | An Indian citizen resident in India | Any Indian citizen, resident in India or not |
| Residency period for "resident in India" | 182 days | 120 days |
| Compulsory conversion | Required once paid-up capital exceeded ₹50 lakh or average turnover exceeded ₹2 crore | Removed; no capital or turnover limit |
| Voluntary conversion | Only after two years from incorporation | At any time |
So if you searched for the "OPC turnover limit for 2026", the answer is that there is none. An OPC can grow to any size and stay an OPC. It converts when you choose, usually when you want a second shareholder. See how to convert your OPC to a private limited company.
Who can form an OPC, and who can be the nominee
Only individuals who are Indian citizens can be the member or the nominee. Neither can be a minor. Companies, LLPs and foreign nationals cannot form an OPC.
| Condition | Rule |
|---|---|
| Who | A natural person who is an Indian citizen; since 1 April 2021, whether resident in India or not |
| Age | 18 or above, with no upper limit |
| Capacity | Not a minor, of sound mind and not an undischarged insolvent |
| One OPC per person | A person can be the member of only one OPC, and the nominee in only one OPC, at a time |
| Nominee | Compulsory; an Indian citizen and not a minor, who consents in Form INC-3 |
| Resident director | At least one director must stay in India for 182 days or more in the financial year (section 149(3)) |
| Directors | At least one, up to fifteen; the member can be the sole director |
| Restricted business | No non-banking financial investment activity; banking and insurance are out of reach too |
The residency tests
Two different tests apply, and they are often confused. For the member and the nominee, the 2021 amendment removed the residency condition: an Indian citizen living abroad can form an OPC or be its nominee. The rules' definition of "resident in India" was also cut from 182 days to 120 days in the preceding financial year, which is the figure older guides quote.
For the directors, section 149(3) of the Companies Act applies to every company, including an OPC. At least one director must stay in India for 182 days or more during the financial year. That is a separate test on a different period, and it is the one that usually decides whether an NRI founder needs a second director.
The member
The member must be a natural person and an Indian citizen, whether resident in India or not. An NRI can therefore form an OPC from abroad.
A person can be a member of only one OPC at a time, and a nominee in only one OPC. If a person becomes the member of a second OPC by operation of the nomination, they must bring themselves within the one-OPC limit within 180 days.
The nominee
The nominee is named in the memorandum and gives written consent in Form INC-3, filed with the incorporation application. The nominee must also be an Indian citizen and not a minor. Choose someone you trust and who is likely to outlive the business: a spouse, sibling or adult child is common.
If the member dies or becomes incapable of contracting, the nominee becomes the member of the company.
The member can change the nominee later, and the nominee can withdraw consent by written notice to the member and the company. The member then names a new nominee, who gives fresh consent in INC-3, and the company files the change with the ROC in Form INC-4. Keep this current: an OPC whose nominee has died, emigrated or withdrawn, with no replacement filed, has a gap in its records at exactly the moment the nominee is needed.
Directors
An OPC needs at least one director and can have up to fifteen. The member can be the sole director. Every director needs a DIN and a digital signature certificate.
Under the 182-day test above, an NRI member who lives abroad will usually need a second director who stays in India; see director addition if you add one later.
What an OPC cannot do
An OPC has three structural limits. Check them before you choose this form.
- No non-banking financial investment activity. An OPC cannot carry on NBFC business, including investment in the securities of any body corporate. Banking and insurance need licences from the RBI or IRDAI that are not open to an OPC, so a financial services business should start as a private or public limited company.
- No Section 8 status. An OPC cannot be formed as, or converted into, a Section 8 company.
- No outside shareholders. Because it has one member, an OPC cannot issue shares to investors, co-founders or employees. Foreign investment is not possible. You convert first.
Documents you need
Send clear scans; we check every page against the SPICe+ requirements before filing.
From the member and the nominee
- PAN card
- Aadhaar, or passport, voter ID or driving licence
- Address proof not older than two months: bank statement, electricity or mobile bill
- Recent photograph, personal email ID and mobile number
- Specimen signature, scanned on plain white paper
- For an NRI member: passport, overseas address proof, and notarisation and apostille where the document is signed or certified abroad; we tell you which before you sign
From any additional director: the same KYC as above.
For the registered office: utility bill not older than two months, the owner's no-objection certificate, and the rent agreement if rented. A home address is acceptable with these documents.
Prepared by us, signed by you: e-MoA naming the nominee, e-AoA, INC-3 nominee consent, and the director's INC-9 and DIR-2 declarations.
The forms we file
An OPC is incorporated through one SPICe+ application with its linked forms. You sign them with your digital signature; we certify and file.
| Form | What it does |
|---|---|
| SPICe+ Part A | Name reservation, with two proposed names |
| SPICe+ Part B | Incorporation: company details, director, nominee, registered office, capital, DIN, PAN and TAN |
| e-MoA (INC-33) | Memorandum of association, naming the nominee, stamped electronically |
| e-AoA (INC-34) | Articles of association, stamped electronically |
| INC-3 | The nominee's consent |
| INC-9 | Declaration by the subscriber and first director, generated from Part B |
| AGILE-PRO-S (INC-35) | EPFO, ESIC, bank account and, if you choose, GSTIN |
The registration process and timeline
In our experience, an OPC is incorporated in about 7-10 working days once documents are complete. These are usual timings, not legal limits; a name refusal or an ROC query adds time.
| Step | What happens | Usual time in our experience |
|---|---|---|
| 1. Structuring call | Nominee, directors, capital, business objects, resident director check | Same day |
| 2. Digital signature | Class 3 DSC for the director and the subscriber | 1-2 working days |
| 3. Name approval | SPICe+ Part A with two proposed names ending "(OPC) Private Limited"; the approved name is held for 20 days | 2-4 working days |
| 4. Drafting | e-MoA, e-AoA, INC-3, INC-9 and DIR-2 | 1-2 working days, alongside step 3 |
| 5. SPICe+ Part B | Filed with AGILE-PRO-S for PAN, TAN, EPFO, ESIC, bank account and optional GSTIN; signed with your DSC and certified by a professional; MCA fee and state stamp duty on the e-MoA and e-AoA paid online | 1 working day |
| 6. Approval | ROC review; any query comes through the MCA portal and we answer it; certificate of incorporation with CIN, PAN and TAN | 3-5 working days |
What our ₹1,499 package includes
Our professional fee for OPC incorporation is ₹1,499 plus GST.
Included
- Structuring call covering the nominee, directors, capital and the resident director rule
- Name check and SPICe+ Part A
- Drafting of the e-MoA, e-AoA and INC-3 nominee consent
- SPICe+ Part B with AGILE-PRO-S, INC-9 and DIR-2
- DIN for the director through SPICe+
- Company PAN and TAN
- Review and certification by a Company Secretary
- Replies to any ROC query on the application
Quoted separately
- Government fees and stamp duty (next section)
- Class 3 digital signatures
- INC-20A, first auditor appointment, GST registration, accounting and annual filings
Fees for OPC registration
Your total is our fee plus government fees. Government fees depend on authorised capital and the state of your registered office.
| Fee | Amount |
|---|---|
| Professional fee (Regikart) | ₹1,499 |
| Name reservation, SPICe+ Part A | ₹1,000 |
| MCA incorporation fee, authorised capital up to ₹15,00,000 | Nil |
| MCA incorporation fee, above ₹15,00,000 | Charged by slab on authorised capital; quoted before filing |
| DIN through SPICe+ | No separate fee |
| PAN / TAN | ₹66 / ₹65 |
| Stamp duty, Delhi | ₹10 on SPICe+, ₹200 on e-MoA, 0.15% of authorised capital on e-AoA (maximum ₹25,00,000) |
| Stamp duty, West Bengal | ₹10 on SPICe+, ₹60 on e-MoA, ₹300 on e-AoA |
| Stamp duty, other states including Karnataka | Quoted before filing |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 25 September 2026.
The nil MCA fee up to ₹15 lakh authorised capital is the same for an OPC and a private limited company. If you need more than ₹15 lakh, we check the fee on the MCA fee calculator and quote it before filing; you can also increase authorised capital later.
Example: an OPC in West Bengal with ₹1,00,000 authorised capital pays ₹1,000 (name) + nil (incorporation) + ₹131 (PAN and TAN) + ₹370 (stamp duty) = ₹1,501 in government fees, plus our ₹1,499 and GST on it, plus the digital signature.
Compliance after incorporation
An OPC has a lighter annual cycle than a private limited company, but it is still a company: audited accounts and MCA filings every year, even with no revenue.
First 180 days
| When | What | Form or rule |
|---|---|---|
| Straight away | Open the current account and deposit the subscription money | Bank account opened through AGILE-PRO-S |
| Within 30 days | Board appoints the first auditor | Section 139(6); see auditor appointment |
| Within 180 days | Declaration of commencement of business, with proof that the subscription money was received | INC-20A; see INC-20A filing |
| When it applies | GST registration, if the turnover threshold is crossed or the business needs it | See GST registration |
Until INC-20A is filed, the company cannot commence business or borrow. Missing it can lead to a penalty of ₹50,000 on the company and ₹1,000 a day on each officer in default, up to ₹1,00,000. A late ADT-1 does not attract a daily penalty: the additional fee is a multiple of the normal fee, from 1 time for a delay of up to 15 days rising to 12 times beyond 180 days.
Every year
| Filing or event | Due | Note |
|---|---|---|
| AGM | Not required | Section 96(1) exempts OPCs |
| Board meetings | At least one in each half of the calendar year, at least 90 days apart | Not required if the OPC has only one director |
| AOC-4 | Within 180 days of the financial year end (27 September 2026 for FY 2025-26) | Cash flow statement not required |
| MGT-7A | Annually | The abridged annual return for OPCs and small companies |
| DIR-3 KYC Web | Once every three financial years, by 30 June; directors already compliant are next due 30 June 2028 | Each director |
| Income-tax return (ITR-6) | 31 October 2026 for FY 2025-26 | Every OPC is audited under the Companies Act. Late fee ₹1,000 where total income is up to ₹5 lakh, ₹5,000 otherwise (section 234F of the 1961 Act; section 428 of the 2025 Act from Tax Year 2026-27). See income tax return filing |
| DPT-3 and MSME-1 | 30 June; 30 April and 31 October | Only where they apply |
AOC-4 and MGT-7A carry an additional fee of ₹100 a day per form if late, with no cap. For many defaults, the penalty on an OPC is half the normal amount under section 446B. No AGM, and the shorter MGT-7A in place of MGT-7, are the main compliance savings over a private limited company. Our OPC annual compliance service covers the full cycle; see also annual ROC filing and DIR-3 KYC.
OPC vs private limited vs sole proprietorship
An OPC sits between the two: a proprietorship's single ownership with a company's limited liability and filings.
| Point | OPC | Private limited | Sole proprietorship |
|---|---|---|---|
| Owners | 1 member plus a nominee | 2 to 200 shareholders | 1 proprietor |
| Who can own it | Only an Indian citizen, resident or NRI | Individuals, companies, LLPs, Indian or foreign | Any individual |
| Minimum directors | 1 | 2 | Not applicable |
| Separate legal entity | Yes | Yes | No |
| Perpetual succession | Yes, through the nominee | Yes | No |
| Liability | Limited to shares | Limited to shares | Unlimited, personal |
| Registration | SPICe+ with the MCA | SPICe+ with the MCA | No single registration; GST, Udyam and local licences as needed |
| Tax on profits (FY 2025-26) | Company rates | Company rates | Individual slab rates |
| Statutory audit | Every year | Every year | None under company law; tax audit above the Income-tax Act threshold |
| AGM | No | Yes | Not applicable |
| Raise equity or ESOPs | Not without converting | Yes | No |
If you are testing an idea with little risk, a sole proprietorship costs the least. If you need limited liability now and will stay the only owner, choose an OPC. If you already have a partner, compare LLP registration.
How an OPC is taxed
An OPC is taxed as a domestic company, not at the owner's slab rates. Which Act applies depends on the year.
FY 2025-26 (AY 2026-27), Income-tax Act, 1961: 25% where turnover in FY 2023-24 did not exceed ₹400 crore, otherwise 30%, plus surcharge and 4% cess; or 22% under section 115BAA with a 10% surcharge and 4% cess, an effective 25.168%, giving up certain deductions.
Tax Year 2026-27 onwards, Income-tax Act, 2025: the 22% option continues in section 200 of the new Act. We confirm the regime for your company when we prepare its first return.
Salary paid to you as director is a deductible expense for the company and taxed in your hands. Dividends are taxed in your hands. The right mix depends on your numbers; our tax planning team can model it.
Converting an OPC into a private limited company
You can convert an OPC into a private or public company at any time. There is no minimum period and no turnover trigger since 1 April 2021.
For a private limited company, you bring in at least one more shareholder and one more director so that there are two of each (see director addition), pass a special resolution altering the memorandum and articles, and file the conversion with the ROC in Form INC-6. The company keeps its CIN history, contracts and bank relationships; the name changes from "(OPC) Private Limited" to "Private Limited".
We handle the whole step on our OPC to private limited service.
Why solo founders choose Regikart
Regikart is a CA and CS firm with 250+ clients. OPC incorporations are prepared by our secretarial team and reviewed by a Company Secretary before filing.
- Rules checked for your case. The one-OPC limit, nominee eligibility and the resident director rule, before we file.
- One team afterwards. INC-20A, first auditor, GST, accounting and the annual OPC filings.
- Written quotes. ₹1,499 professional fee, government fees line by line.
- Offices in Kolkata (Head Office), Delhi and Bengaluru, with OPCs registered for every state through documents shared on WhatsApp and email.
Call or WhatsApp +91 70444 94804, or email [email protected].