One Person Company Registration

A One Person Company (OPC) is a unique business structure introduced by the Companies Act, 2013. It's tailored for individuals who want limited liability and complete control. In an OPC with OPC registration, only one person is needed to form and manage the company. This person must be a natural Indian resident living in India. They cannot be involved in multiple OPC companies. The key benefit of OPC is limited liability, safeguarding personal assets from business debts. It provides a legal entity status, allowing the company to enter contracts and own property. OPCs offer flexibility and a simple Online OPC registration process, making it a popular choice for solo entrepreneurs seeking legal protection.

Characteristics of One Person company Registration:

One Person Company Registration comes with unique characteristics:

  • Limited Liability for the member.
  • Perpetual existence.
  • No minimum capital requirement.
  • No public subscription.
  • Convertible to Private Limited if turnover exceeds Rs 2 crores or capital reaches 50 lakhs.
  • Name should include "(OPC) Private Limited."

Pre Requisites:

  • Nominee is required.
  • Registered office is mandatory.
  • Authorised and Paid capital to be determined.
  • Subscriber and Director need a DSC (Digital Signature Certificate).
  • Directors must possess a DIN (Director Identification Number). Enjoy the benefits of limited liability and legal protection in your OPC.

To register a company, Indian citizens serving as directors or shareholders need the following documents:

  • PAN Card
  • Aadhar Card
  • Address proof (Bank Statement, Telephone, EB, or Mobile Bill - latest)
  • Passport size photo

Additionally, for the registered office, you'll require:

  • Rental agreement if the office is rented
  • Recent electricity bill (not older than two months)
  • NOC (No Objection Certificate) from the landlord if the office is not rented. These documents are essential for a smooth registration process.

The process to register a private limited company involves these steps:

Step 1: Name application:

  • File a request for reserving the company name with the registrar. You can suggest two names and one re-submission.

Step 2: Name Approval / Rejection:

  • The Central Registration Centre (CRC) reviews the application and may approve or reject it.

Step 3: Application for DSC

  • Obtain Digital Signature Certificates for all subscribers and directors.

Step 4: Preparation of MOA & AOA

  • Draft the Memorandum of Association (MOA) and Articles of Association (AOA) and ensure they include digital signature certificates.

Step 5: Forms and Documents Filing:

  • Submit the application for private limited company registration along with the MOA, AOA, and necessary documents and fees.

Step 6: Certificate of Incorporation:

  • Once satisfied, the Registrar of Companies (ROC) issues the Certificate of Incorporation, along with DIN, PAN, and TAN.


Choosing a One Person Company (OPC) over sole proprietorship allows small businesses to operate with limited liability and a separate legal existence. With just one person, an OPC can run the business effectively.

To start an OPC, you need to be a natural person and a resident Indian citizen. The nominee should also be an Indian citizen and resident. No minimum capital is required.

The share capital of an OPC should not exceed 50 lakhs, and its annual turnover should not surpass 2 crores. If an OPC's paid-up share capital exceeds 50 lakhs or its annual turnover surpasses 2 crores for three consecutive years, it must convert into a private or public company.

An OPC cannot voluntarily convert into a private or public limited company until two years from its incorporation date. If it wishes to convert, it must apply within 30 days.

Under the Companies Act, one person can legally operate an OPC. However, a single person cannot operate more than one OPC simultaneously.

The member of a One Person Company can change the nominee by informing the OPC in writing. The sole member must obtain the new nominee's prior consent using Form INC 3. The OPC, upon receiving this notice, should file a notice of the change with the registrar within 30 days using Form INC 4 along with the required fee. This process ensures that the nominee can be updated as needed to reflect any changes in the OPC's structure or ownership.

A nominee can withdraw consent at any time by providing written notice to the OPC and sole member/subscriber.

You need a minimum of one director to start a One Person Company, but you can have up to 15 directors.

Minors, foreign citizens, Indian non-residents, and those unable to contract are restricted from forming a One Person Company.

No, only Indian citizens or residents in India can register a One Person Company anywhere in India. Non-resident Indians (NRIs) and foreign nationals cannot set up an OPC in India.

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