One Person Company (OPC) Registration

The nominee has no rights or role in the OPC during the member's lifetime. They cannot vote, direct, or benefit from the company. Their sole function is to become the single member of the OPC if the existing member dies or becomes permanently incapacitated — ensuring business continuity rather than the company dissolving into an estate dispute. The nominee must give written consent in Form INC-3 with Aadhaar and PAN. They must be a natural person resident in India and cannot currently be a nominee for any other OPC.

Yes — since April 2021, NRIs are permitted to form and be the sole member of an OPC in India. Prior to the amendment, only Indian residents could be OPC members. The NRI member must complete the standard process — passport apostilled from the Indian Embassy in their country of residence, DSC obtained via video verification, and the nominee must still be a natural person resident in India. Share subscription by an NRI constitutes FDI under FEMA — PNPC manages the related compliance from our India and Dubai offices.

No. The mandatory conversion thresholds that previously applied — paid-up capital exceeding ₹50 lakh or turnover exceeding ₹2 crore — were removed by an amendment effective April 2021. An OPC can now remain an OPC indefinitely, regardless of its paid-up capital or turnover. Voluntary conversion to a Private Limited Company is allowed at any time. Mandatory conversion can still be required if an OPC is specifically formed through conversion from a non-OPC company.

Yes. An OPC is a company and is an employer in its own right. It can hire any number of salaried employees. All employment law obligations apply in full: EPF at 20+ employees, ESI at 10+ employees (for employees earning up to ₹21,000/month), TDS on salary, professional tax in applicable states. The sole member-director is a director and draws remuneration under the company's remuneration policy — they are not classified as an employee for PF/ESI purposes in the same way as regular employees.

No. An OPC has the same MCA annual compliance obligations as a Private Limited Company: mandatory statutory audit (regardless of turnover or profit), AOC-4 (annual accounts) by approximately 29 October, MGT-7A (annual return) by approximately 29 November or within 60 days of the AGM, ITR-6 by 31 October, and DIR-3 KYC by 30 September. Board meeting obligations may be somewhat lighter — an OPC requires a minimum of one Board meeting per half-year — but the core filings are identical to a Pvt Ltd.

Not within the OPC structure — it is restricted to one member by definition. If you bring in a co-founder who needs equity, the OPC must first be converted to a Private Limited Company (adding a second director and second shareholder). Voluntary conversion is permitted at any time since April 2021. PNPC manages the conversion process including the MCA filings and equity allotment to the new co-founder.

An OPC is taxed as a domestic company under the Income Tax Act 1961. Under Section 115BAA, the effective corporate tax rate is approximately 25.17% (22% base rate plus surcharge and cess), provided the company does not claim certain specified deductions. The sole member-director's remuneration is deductible as a business expense of the OPC, subject to Section 40A(2) reasonableness tests. Dividends distributed from post-tax profits are taxable in the member's hands at their individual slab rate.

Yes. An OPC, being a registered company, can apply for term loans, cash credit, and working capital facilities from banks and NBFCs. Banks generally treat an OPC as any other small company for credit assessment — they will require audited financial statements, projected cash flows, and likely personal guarantees from the director in the early years. The corporate structure can be more credible than a sole proprietorship when approaching banks for the first time.

That is a legitimate approach. A sole proprietorship has virtually no incorporation cost or compliance overhead — GST or Udyam registration, a current account, and an income-tax return. If the idea works and the business generates real revenue, converting to an OPC provides limited liability and corporate credibility at that point. The conversion is not a simple re-registration — it requires incorporation of a fresh OPC and transferring the business undertaking. PNPC advises on the right transition point based on your revenue trajectory, client profile, and liability exposure.

The nominee, having given consent in Form INC-3, becomes the new member of the OPC. The nominee must then notify the OPC and file a fresh Form INC-4 with MCA within 30 days, indicating the change of membership. If the nominee does not wish to continue as the member, they can appoint another eligible person and file INC-4 accordingly. The company continues to exist — it does not automatically dissolve on the member's death, which is one of the core advantages of an OPC over a sole proprietorship.

An OPC as defined in Section 2(62) of the Companies Act 2013 is specifically a company with exactly one member. It is distinct from a company with one director but multiple shareholders (which is a Pvt Ltd with a single director), and from a Pvt Ltd where one person holds 99.9% of shares with a nominee shareholder. The OPC has specific statutory characteristics — the nominee structure, the membership restriction, and the historical (now removed) conversion thresholds — that distinguish it from any informal single-person company arrangement.

No. Under the Companies Act 2013 and the Companies (Incorporation) Rules, an OPC must include the words 'One Person Company' in brackets within the company name — for example, 'ABC Solutions (OPC) Private Limited' or 'ABC Solutions (OPC) Pvt Ltd'. This is a mandatory requirement and the name reservation application must include it. The '(OPC)' identifier also appears on the Certificate of Incorporation.

Our OPC engagement covers: pre-incorporation advisory on OPC versus Private Limited Company, nominee selection and INC-3 coordination, MCA and trademark name clearance, custom MoA and AoA drafting, complete SPICe+ filing with DSC coordination, MCA query handling through to COI, INC-20A tracking and filing within 180 days, ADT-1 for auditor appointment within 30 days, bank account documentation, GST and TAN setup, first Board Meeting minutes template, and annual compliance calendar. Annual retainer covers statutory audit, AOC-4, MGT-7A, ITR-6, TDS returns, DIR-3 KYC, and proactive deadline management.