One Person Company

A One Person Company gives a single founder limited liability and perpetual succession, through a compulsory nominee who takes over the shares on death. Only a resident individual may form one, and the same person may form only one. A statutory audit applies regardless of turnover, and conversion into a private limited company becomes mandatory once the prescribed capital or turnover limits are crossed.

Who needs this: Single natural person as sole subscriber and director; cannot have any other member; cannot promote another company

Indicative fees: ₹3,000–₹8,000 (MCA SPICe+ filing free + DSC ₹2,000–₹3,000 + professional fees ₹1,000–₹5,000)

Timeline: 5–7 working days

Documents required

Subscriber Aadhaar
MoA & AoA
Board resolution
Bank statement

Step-by-step process

Register account on MCA SPICe+ portal with email and mobile number
Obtain DSC (Digital Signature Certificate) from authorized provider (e-Mudhra, NCODE, etc.) — valid for all MCA filings
Draft Memorandum of Association (MoA) — company objects, jurisdiction, capital structure
Draft Articles of Association (AoA) — internal governance, board powers, meeting procedures
Upload signed MoA and AoA to SPICe+ in PDF format (digitally signed with DSC)
Fill company details: proposed name, authorized capital, registered office address
Upload director PAN, Aadhaar, address proof, bank statement as supporting docs
Pay SPICe+ filing fee (₹0 currently, subject to policy change)
MCA automated system verifies documents within 2–3 working days
Download Digital Certificate of Incorporation (CoI) from SPICe+ dashboard
Open bank account with CoI and director identification proof
Register with GST (Form GST REG-01) if turnover exceeds ₹40 L (goods) or ₹20 L (services)
File Form INC-20A (Commencement of Business) within 30 days to declare business start date
Maintain statutory registers: Register of Members, Register of Directors, Minutes register
File annual forms AOC-4 (balance sheet) and MGT-7 (directors report) by 30 June

One member, but a nominee is compulsory

An OPC has a single shareholder, and the law requires that person to nominate someone who will take over the shares on their death or incapacity. The nominee must give written consent, and the nomination is filed at incorporation and can be changed later. This is the whole point of the structure: unlike a proprietorship, which ends with the proprietor, an OPC has perpetual succession. Choosing the nominee casually and never revisiting it defeats the reason for choosing an OPC in the first place.

Only a resident individual may form one, and only one

An OPC can be incorporated only by a natural person who is an Indian citizen and resident in India, and the same person may incorporate only one OPC and be the nominee of only one. A company or an LLP cannot hold an OPC. Minors cannot be members or nominees. These restrictions rule out several structures people attempt — notably using an OPC as a wholly-owned subsidiary.

Conversion becomes mandatory above the thresholds

An OPC that exceeds the prescribed paid-up capital or average annual turnover limits must convert into a private limited or public company, and that conversion carries its own filings and timelines. Voluntary conversion is also available. Plan for it: a business that expects to grow past those limits or to raise external investment will spend money incorporating an OPC and then spend more converting it, when incorporating a private limited company at the outset would have cost less overall.

Compliance is lighter than a company, but it is not light

The OPC gets genuine relaxations — no annual general meeting is required, board-meeting requirements are reduced where there is a single director, and the annual return is filed in the simpler MGT-7A. What does not go away is a statutory audit, which applies regardless of turnover, along with AOC-4, DIR-3 KYC for the director, and maintenance of statutory registers. An OPC that trades nothing in a year still owes all of that.

Compare it honestly against the alternatives

Against a proprietorship, the OPC gives limited liability and continuity at the cost of audit and annual filings. Against an LLP, it is closer to a company in credibility and structure but heavier in compliance, while the LLP needs two partners. Against a private limited company, it removes the need for a second shareholder but blocks external investment. Decide on funding and growth first; the structure follows from that rather than the other way round.

📘 Company & LLP registration in India — full guide