A One Person Company (OPC) lets a single entrepreneur run a company with limited liability and a separate legal identity, without needing a second shareholder. Introduced under the Companies Act, 2013, the OPC structure suits solo founders, consultants and freelancers in Bangalore who want a corporate form but expect to hold complete ownership. This guide explains eligibility, the mandatory nominee, documents, the SPICe+ incorporation route and the compliance you must maintain after incorporation, updated for 2026.<\/p>\n
An OPC is a private company that has only one member (shareholder). It combines the control of a sole proprietorship with the limited liability and continuity of a company. Because it is a separate legal person, the member’s personal assets are shielded from business liabilities, and the company survives even if the sole member changes, thanks to the mandatory nominee.<\/p>\n
An OPC must have at least one director and can have up to fifteen. In practice, the sole member is usually also the sole director, so a single individual can both own and run the company.<\/p>\n
The rules on who can form an OPC are specific, and getting them right at the outset avoids rejection at the incorporation stage.<\/p>\n
A person can incorporate only one OPC and can be the nominee in only one OPC at a time. If you already own an OPC, you cannot form a second one, and if you are already a nominee elsewhere, you must vacate that position before taking on another.<\/p>\n
An OPC cannot be incorporated or converted into a company carrying out non-banking financial investment activities, including investment in the securities of any body corporate. It also cannot be a Section 8 (not-for-profit) company.<\/p>\n
Every OPC must appoint a nominee at the time of incorporation. The nominee steps in as the member in the event of the sole member’s death or incapacity to contract, ensuring the company continues without disruption.<\/p>\n
The nominee must also be a natural person, an Indian citizen and resident in India, and must give written consent in Form INC-3. The member can change the nominee at any time by filing the prescribed form, and the nominee is free to withdraw consent, after which a new nominee must be named. PAN and Aadhaar of the nominee are required as part of the filing.<\/p>\n
There is no minimum paid-up capital requirement for an OPC; you can start with any amount of authorised and paid-up capital that suits your plans. Importantly, the Companies (Incorporation) Second Amendment Rules, 2021, effective 1 April 2021, removed the earlier caps that forced an OPC to convert once paid-up capital crossed Rs 50 lakh or average turnover crossed Rs 2 crore. As of 2026, an OPC can continue to grow without a mandatory conversion trigger based on size, and voluntary conversion to a private or public company is available at any time.<\/p>\n
Keep clear, self-attested copies ready for the member, the nominee and the registered office in Bengaluru.<\/p>\n
OPCs are incorporated online through the MCA’s SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form, an integrated web service that combines several approvals in one application.<\/p>\n