Overview
A One Person Company (OPC) is a private company with a single member. It lets an individual run a business with limited liability and a separate legal identity. The sole member must be a natural person who is an Indian citizen, whether resident or not, and must nominate another individual in Form INC-3 to become the member in the event of death or incapacity.
What Is an OPC?
Introduced by Section 2(62) of the Companies Act, 2013, an OPC is a hybrid between a sole proprietorship and a private company. Its name must include “(OPC) Private Limited”. It enjoys exemptions, including relaxed board meeting requirements and no need for a cash flow statement.
Who Needs This Service?
This structure suits solo founders, consultants and freelancers who want limited liability, and NRIs who are Indian citizens and want to set up an Indian business alone.
OPC Registration in Chennai / Tamil Nadu
OPCs in Tamil Nadu register under ROC Chennai or ROC Coimbatore and pay Tamil Nadu stamp duty through SPICe+. The Professional Tax enrolment for the company is taken from the local body.
OPC Compared with a Sole Proprietorship and a Private Company
An OPC gives a single owner a company structure. The table shows how it differs from the alternatives.
| Feature | One Person Company | Sole proprietorship | Private company |
|---|---|---|---|
| Owners | One member | One person | Two or more members |
| Separate legal entity | Yes | No | Yes |
| Liability | Limited to the company | Unlimited | Limited to the company |
| Nominee | Required | Not applicable | Not applicable |
| Registration | ROC through SPICe+ | Not under company law | ROC through SPICe+ |
Eligibility and Requirements
- One member, who must be a natural person, an Indian citizen and resident or not. Since the 2021 amendment, the residency period for OPCs is 120 days.
- One nominee, who must also be a natural person and an Indian citizen.
- A person can be a member of, or nominee in, only one OPC at a time.
- At least 1 director and at most 15 directors.
- An OPC cannot carry on non-banking financial investment activities.
Roles Inside an OPC
A single-member company still needs defined roles.
| Role | Who | Note |
|---|---|---|
| Member | One natural person who is an Indian citizen and resident | Cannot be a member of more than one OPC |
| Nominee | A person named in the MOA | Steps in if the member cannot continue |
| Director | At least one | The sole member may also be the director |
Documents Required
Provide KYC and PAN for the member and nominee, the nominee’s consent in Form INC-3, registered office proof with an NOC, and director consent in DIR-2.
Application Process
Obtain a DSC, reserve the name, and file SPICe+ Part B with INC-3, e-MoA, e-AoA and AGILE-PRO-S. The CRC issues the Certificate of Incorporation with PAN and TAN.
How KVA Handles One Person Company Registration
Karthick Vijayakumar & Associates, Company Secretaries, supports you through each stage with a single point of contact and a clear record of what has been done.
| Step | Stage | What KVA does |
|---|---|---|
| 1 | Requirement review | We understand your entity, objective and timeline, and confirm what One Person Company Registration involves for your specific facts. |
| 2 | Document checklist | You receive a clear list of documents, particulars and approvals needed, with gaps flagged early. |
| 3 | Preparation and filing | Our team prepares, reviews and files the required forms and records, and tracks each acknowledgement. |
| 4 | Completion and follow-up | We hand over final records and explain the compliance that follows, so nothing is missed afterwards. |
Fees and Charges
No MCA fee is charged up to ₹15 lakh authorised capital, state stamp duty applies, and professional fees are available on enquiry.
Processing Time
Typically 7–15 working days, subject to CRC processing.
Why Karthick Vijayakumar & Associates
Work is handled by company secretaries who deal with statutory filings and governance every day.
Timelines for One Person Company Registration are tracked so that approvals and filings do not slip.
Plain-language updates at each stage, with no guesswork about what is pending.
Organised, decision-ready documentation that supports audits, banks and future filings.
Frequently Asked Questions
Yes. Since 1 April 2021, Indian citizens who are not resident in India can incorporate an OPC.
Yes. The nominee’s written consent in INC-3 must be filed at incorporation.
Yes. The member can change the nominee by intimating the company and filing the prescribed form.
No. The earlier thresholds (₹50 lakh paid-up capital and ₹2 crore turnover) were removed in 2021.
Yes. Following the 2021 amendment, it can convert at any time by passing a resolution, increasing its members and directors, and filing INC-6.
No. An OPC is exempt from holding an AGM.
At least one board meeting in each half of the calendar year, with a gap of at least 90 days between them. If the OPC has only one director, meetings are not required.
No. An individual can be a member of only one OPC at a time.
No.
Yes. Like other companies, an OPC must have its financial statements audited.
Not while it remains an OPC, because it can have only one member. It must first convert into a private company.
A natural person who is an Indian citizen and resident in India can incorporate an OPC, subject to the Companies (Incorporation) Rules.
The nominee steps in as the member if the sole member dies or becomes incapacitated, and must give prior written consent to be named in the Memorandum.
The name must end with “(OPC) Private Limited”, or the words “(OPC)” must be placed in brackets below the name on company documents.
An OPC must have at least one director, and may have up to fifteen. The sole member can serve as the director.
An OPC cannot carry on non-banking financial investment activities or any business involving investment in securities of other bodies corporate.
An OPC is a separate legal entity with limited liability, and so the proprietor’s personal assets are generally protected from the business’s debts.
Yes. Every company, including an OPC, must appoint an auditor and have its accounts audited, unless it falls within the limited exemptions permitted for specific classes.
The OPC files annual financial statements and annual returns with the Registrar, holds board meetings as required, and keeps statutory registers. AGMs are not required.
Loans to directors and related persons are regulated by the Companies Act, so any such arrangement should be checked for compliance before being made.
Starting a Business as a Sole Founder?
Contact Karthick Vijayakumar & Associates to discuss OPC eligibility, nominee requirements and incorporation documents.
Contact UsSpeak with Karthick Vijayakumar & Associates
Third Floor, New No. 599, Old No. 230, Konnur High Road, Ayanavaram, Chennai, Tamil Nadu, 600023, India
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