Why does an OPC need a nominee?

Because the company has a single member, the law requires a nominee whose consent is filed in Form INC-3 at incorporation. The nominee takes over the member's shares if the member dies or becomes incapable of contracting, so the company continues.

When must an OPC convert to a private limited company?

Conversion is mandatory once the paid-up share capital crosses ₹50 lakh or the average annual turnover crosses ₹2 crore. The OPC must then convert to a private limited company.

Can one person be both the member and the director?

Yes. An OPC needs a minimum of one director, and the sole member may also be that director, so a single person can own and run the company.

How does an OPC differ from a proprietorship?

A proprietorship gives no separate legal identity and the owner carries unlimited personal liability, while an OPC is a separate corporate entity that limits the member's liability to the company's capital. An OPC also has formal incorporation and annual MCA compliance that a proprietorship does not.

Start Up

One Person Company (OPC) Registration

Incorporate a One Person Company giving a single founder limited liability with a corporate structure.

What's covered

A One Person Company is incorporated under the Companies Act 2013 and is owned by a single member, giving a sole founder limited liability together with a corporate identity.
The member must name one nominee, who steps in if the member dies or becomes incapable of contracting; the nominee's written consent (Form INC-3) is filed at incorporation.
An OPC needs a minimum of one director, and the single member may also be that director, so the company can be run by one person.
An OPC cannot raise equity from the public, and it mandatorily converts to a private limited company once paid-up capital crosses ₹50 lakh or average annual turnover crosses ₹2 crore.

Benefits

Limited liability — the member's exposure is capped at the company's capital
Separate legal identity with perpetual succession through the nominee
Single-owner control without the need for a second member or director
Corporate standing that aids banking, credit and supplier credibility

How we work

01
Obtain DSC and DIN
Apply for the director's Digital Signature Certificate (DSC) and Director Identification Number (DIN) — usually issued in 1–2 working days.
02
Reserve the name and file SPICe+
Reserve the company name and file the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) incorporation form with the MOA, AOA and the nominee's consent in Form INC-3; the Certificate of Incorporation is typically issued in 7–12 working days. PAN and TAN are allotted with incorporation.
03
Post-incorporation setup
Open the company's current account and apply for GST, EPFO and ESIC registration through the AGILE-PRO module as applicable to the business.

Documents required

PAN and Aadhaar of the member and the nominee
Address proof of the member and the nominee
Registered-office proof with a no-objection certificate and a recent utility bill
Digital Signature Certificate of the director
Passport-size photographs of the member and the nominee

Applicable laws & forms

Companies Act 2013 — governs incorporation and conduct of the OPC, including the nominee provisions in §3(1)
Companies (Incorporation) Rules 2014 — prescribe SPICe+ and the Form INC-3 nominee consent
Income-tax Act 1961 — the OPC is assessed at the rate applicable to companies
Mandatory conversion thresholds — paid-up capital above ₹50 lakh or average turnover above ₹2 crore

Frequently asked questions

Government fees

Statutory / government fee (indicative): ₹3,000

Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.