Skip to content
The Classic Partners LLP · Company Registration

One Person Company (OPC) Registration

Incorporating a One Person Company under the Companies Act, 2013, for a solo founder who wants limited liability and a corporate structure without bringing in a second shareholder.

Quick answer

An OPC is a private company with a single member who is also usually the sole director, and it requires a nominee to be named at incorporation who will become the member if the original member dies or becomes incapacitated. An OPC must convert to a private or public limited company if its paid-up capital or average annual turnover crosses the prescribed threshold, and it cannot be incorporated by a minor, a foreign national, or an existing OPC's sole member forming another OPC.

What we cover

What our OPC registration service covers

A single-member structure set up with the nominee and conversion triggers handled correctly.

  • Confirming eligibility of the proposed member as a resident Indian citizen who is not a minor
  • Appointing and documenting the nominee's consent in Form INC-3
  • Name reservation and SPICe+ incorporation filing with the Registrar of Companies
  • Drafting the MOA and AOA reflecting the single-member structure
  • Advising on the paid-up capital and turnover thresholds that trigger mandatory conversion to a private limited company
  • Setting up the annual compliance calendar, including the exemption from holding an annual general meeting
Key components

What makes an OPC different from a private limited company

The features specific to the single-member structure.

👤

Single Member

Only one natural person who is a resident Indian citizen can be the member of an OPC, and that person can hold membership in only one OPC at a time.

🧑‍🤝‍🧑

Nominee Requirement

A nominee must be named at incorporation with their written consent, ensuring business continuity if the sole member is unable to continue.

📈

Conversion Triggers

Crossing the prescribed paid-up capital or average annual turnover threshold makes conversion to a private or public limited company mandatory.

📝

Reduced Compliance

An OPC is exempt from holding an annual general meeting and has relaxed board meeting requirements compared to a private limited company.

How we work

Our process

From initial consultation to completion.

1

Eligibility Check

Confirming the proposed member and nominee meet the residency and eligibility conditions under the Companies Act.

2

Nominee Consent

Obtaining and filing the nominee's written consent in the prescribed form.

3

SPICe+ Incorporation

Filing the name reservation and incorporation forms along with MOA and AOA.

4

Post-Incorporation Setup

Opening the bank account and setting the compliance calendar, including the conversion threshold to track.

Why choose us

Why OPCs need more planning than they look like they do

What sets our approach apart.

Growth can force a structural change you didn't plan for

Crossing the paid-up capital or turnover threshold makes conversion to a private limited company mandatory, and it is better to plan the structure for that transition in advance.

A missing or invalid nominee consent can block incorporation

Registrar scrutiny on nominee documentation is common, and incomplete Form INC-3 filings are a frequent cause of resubmission.

Fundraising from investors usually requires conversion first

Most institutional and angel investors require a multi-shareholder private limited company, so an OPC intending to raise external capital should plan the conversion timeline early.

FAQs

One Person Company (OPC) Registration questions answered

What people ask before engaging us.

No, only a natural person who is an Indian citizen and resident in India can be the member or nominee of an OPC; foreign nationals and NRIs are currently not eligible.
Conversion becomes mandatory once the OPC's paid-up share capital exceeds the prescribed limit or its average annual turnover during the relevant period exceeds the prescribed limit, as notified under the Companies Act rules.
Yes, the sole member can also be the sole director of the OPC, and can appoint additional directors as needed, though the company remains a single-member entity.
No, an OPC is specifically exempted from the requirement to hold an annual general meeting under the Companies Act, though it must still file its annual financial statements and annual return.

Considering an OPC for your solo venture?

We will confirm eligibility, handle nominee documentation, and plan your conversion path in advance.

Scroll to Top