In India, a One Person Company (OPC) is a private company with a single member. The Companies Act, 2013 defines it as "a company which has only one person as a member" (s.2(62)), and allows a company to be formed by "one person, where the company to be formed is to be One Person Company that is to say, a private company" (s.3(1)(c)). Since 1 April 2021, any natural person who is an Indian citizen — resident in India or not — may form one.
Who may incorporate an OPC in India
Two conditions apply: the person must be a natural person, and must be an Indian citizen.
The Ministry of Corporate Affairs' release on the 2021 amendments states that "Previously NRIs were not allowed to incorporate OPCs. Now any natural person, who is an Indian citizen, whether resident in India or otherwise would be allowed to form an OPC," under the Companies (Incorporation) Rules, 2014 as amended with effect from 1 April 2021 and notified on 01.02.2021 (Press Information Bureau).
Residency is a separate question from citizenship. The same release says the period for being treated as "resident in India" moves to 120 days from 182 days for NRIs, and words that change as a proposal at the time of publication. The notified text of the amended rule itself could not be retrieved for this page, so treat 120 days as the government's stated figure rather than as verified rule wording, and confirm it against the current rule before relying on it.
The nominee: the second name you must supply at incorporation
A single-member company still has to name a second person up front.
Under s.3(1), first proviso, the memorandum of an OPC "shall indicate the name of the other person, with his prior written consent in the prescribed form, who shall, in the event of the subscriber's death or his incapacity to contract become the member of the company." That written consent is filed with the Registrar at incorporation. A further proviso to s.3(1) lets the member "at any time change the name of such other person by giving notice in such manner as may be prescribed," so the nominee is not fixed for the life of the company.
Running an OPC: directors, meetings, accounts and contracts
The Act treats an OPC as a private company but relaxes several obligations that assume multiple members.
| Requirement | OPC | Private company | Public company |
|---|---|---|---|
| Minimum directors (s.149(1)(a)) | 1 | 2 | 3 |
| Annual general meeting (s.96(1)) | Not required | Required | Required |
| Cash flow statement in financial statements (s.2(40) proviso) | May be omitted | Required (unless small/dormant) | Required |
Other rules worth knowing before you incorporate in India:
- Name display. The words "One Person Company" must be mentioned in brackets below the company's name wherever its name is printed, affixed or engraved (s.12(3) proviso).
- Contracts with yourself. Where an OPC limited by shares or by guarantee enters into a contract with its sole member who is also its director, s.193(1) requires the contract to be in writing, or recorded in a memorandum or in the board minutes, unless the contract is in the ordinary course of the company's business. In practice, a sole member-director should document anything that is not routine.
- Board size. One director is enough (s.149(1)(a)), and that director can be the sole member.
Conversion, and the limits removed in 2021
The 2021 amendments removed the main growth ceiling on the form.
- Conversion at any time. Conversion of an OPC into a public company or a private company "shall be permitted anytime," under the Companies (Incorporation) Rules, 2014 rule 6 as amended in 2021 — the previous two-year wait is gone. The condition is that members and directors are first raised to the minimum the target form requires, which follows from the minimum-director and multi-member requirements above.
- Capital and turnover limits removed. The release states that "the limitation of Paid up capital & turnover presently applicable for OPCs (paid up share capital of fifty lakhs rupees and average annual turnover during the relevant period of two crore rupees) is being done away with." Those were the thresholds that previously forced an OPC to convert.
Where you file
Incorporation filings, including the nominee's written consent, go to the Registrar of Companies under the Ministry of Corporate Affairs (MCA). The Act consistently routes OPC filings through the Registrar, and the OPC rules are made and amended by MCA.
What this page could not verify
- The notified text of Companies (Incorporation) Rules, 2014 rule 3 as amended by the 1 February 2021 notification could not be retrieved, so the eligibility and 120-day points rest on the MCA press release rather than on the rule itself.
- Whether one person may be the member or nominee of more than one OPC, and any conditions on who may serve as nominee, were not verified here.
- The India Code PDF of the Companies Act, 2013 used here carries a November 2024 date; amendments made after that were not checked.