Formation of a One Person Company (OPC): Empowering Solo Entrepreneurs.
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Welcome to Trisuka, your trusted advisor in business formations. In this article, we will provide you with valuable insights into the formation of a One Person Company (OPC). Discover what an OPC is, the necessary documents required, the step-by-step process, eligibility criteria, and the pros and cons of choosing this business structure.


One Person Company Registration

A One Person Company (OPC) is a unique form of business organization that allows a single individual to establish a company with limited liability. It offers entrepreneurs the opportunity to run their business as a separate legal entity, providing the advantages of limited liability and perpetual succession. OPCs are regulated by the Companies Act, 2013, and offer a viable option for sole proprietors to enter the corporate world.

To establish an OPC, certain documents need to be prepared and submitted. These include:

  • Memorandum of Association (MoA): It outlines the main objectives and activities of the OPC.
  • Articles of Association (AoA): This document contains rules and regulations governing the internal management and operation of the OPC.
  • Director Identification Number (DIN): The sole member of the OPC must obtain a unique DIN from the Ministry of Corporate Affairs (MCA).
  • Digital Signature Certificate (DSC): Digital signatures are required for electronically signing various documents throughout the registration process.
  • Address Proof: The sole member must provide address proof documents such as Aadhaar card, passport, voter ID card, or driver’s license.
  • Proof of Registered Office: A document confirming the registered office address, such as a utility bill or rental agreement, must be submitted.

The process of forming an OPC involves the following steps:

  • Name Approval: Select a unique name for the OPC and apply for its approval with the Registrar of Companies (ROC).
  • Obtaining Director Identification Number (DIN): Apply for a unique DIN for the sole member of the OPC.
  • Digital Signature Certificate (DSC): Obtain a DSC for the sole member.
  • Filing Incorporation Documents: Prepare and submit the necessary incorporation documents, including the MoA, AoA, and the application for OPC registration, to the ROC.
  • Payment of Fees: Pay the requisite fees to the ROC along with the incorporation documents.
  • Certificate of Incorporation: Upon successful review and verification, the ROC issues the Certificate of Incorporation, officially establishing the OPC.

To register an OPC, the following eligibility criteria must be met:

  • Only an Indian resident can form an OPC.
  • An individual can be a member of only one OPC at a time.
  • The sole member must appoint a nominee who will become the member in case of the original member’s incapacity or death.
  • Limited Liability: The sole member’s personal assets are protected, and their liability is limited to the extent of the company’s capital.

  • Separate Legal Entity: An OPC has its own legal identity, distinct from the sole member. This enables easier transfer of ownership and better credibility in business transactions.

  • Perpetual Succession: The OPC continues to exist even if the sole member changes or passes away, ensuring continuity and easier succession planning.

  • Fewer Compliance Requirements: OPCs have relatively fewer compliance obligations compared to other company structures, making it easier for sole entrepreneurs to manage.

  • Restricted Capital Infusion: OPCs have limitations in raising funds. They cannot issueshares or invite investments from outside investors. The sole member’s contribution is the primary source of capital.

  • Mandatory Conversion: An OPC must be converted into a Private Limited Company if its paid-up capital exceeds the threshold specified by the government or if its average annual turnover exceeds a certain limit within three consecutive financial years.

  • Limited Legal Recognition: Despite being a separate legal entity, OPCs may face challenges in terms of legal recognition and credibility compared to larger corporate entities.

  • Compliance Requirements: While OPCs have fewer compliance requirements than other company structures, they still need to adhere to statutory obligations such as maintaining proper accounting records, filing annual financial statements, and conducting annual meetings.



  1. Can a Foreign National or NRI form an OPC in India?
    No, only Indian residents are eligible to form an OPC. Foreign nationals and NRIs are not allowed to incorporate an OPC.

  2. Can an OPC be converted into a Private Limited Company?
    Yes, an OPC can be voluntarily converted into a Private Limited Company if it exceeds the prescribed thresholds in terms of capital or turnover. The conversion process involves complying with the necessary legal requirements and procedures.

  3. Can an OPC have more than one director?
    While an OPC can have more than one director, it can have only one sole member. Additional directors can be appointed to assist with the management and operation of the OPC.

  4. Can an OPC be converted into a Partnership or LLP?
    No, an OPC cannot be converted into a Partnership Firm or Limited Liability Partnership (LLP). Conversion is only permitted to a Private Limited Company.

  5. Is it necessary to have a physical office for registering an OPC?
    Yes, an OPC must have a registered office address in India. It can be a commercial or residential space, and documentary proof of ownership or permission to use the premises must be provided during registration.

**Please note that while these answers provide a general understanding, it is always advisable to consult with professionals or legal experts for specific guidance to your unique circumstances.