One Person Company (OPC) Registration in 2026: Fees, Eligibility, Annual Compliance, and OPC vs LLP

A One Person Company is a private company with a single shareholder. It gives a solo founder a company’s limited liability and separate legal identity without having to find a second shareholder — at the price of a company’s annual compliance.

The cost of registering one is lower than most founders expect, because the government’s own fee is waived for small companies. What varies is the state stamp duty and what the professional fee includes.

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What it costs to register an OPC

Item	Cost	Notes
Name reservation	₹1,000	Two names per application
MCA incorporation fee	Nil	For authorised capital up to ₹15 lakh
Digital signature (DSC)	₹800 – ₹2,000	For the director
PAN and TAN	About ₹150	Issued with incorporation
Stamp duty	Varies by state	Punjab is among the higher
Professional fee + govt charges	₹10,000 – ₹15,000	Our typical range

MCA fees. Incorporation of a company with authorised capital up to ₹15 lakh carries no MCA filing fee — the government waived it to encourage small companies. Above ₹15 lakh the fee scales with capital. Name reservation through RUN or Part A of SPICe+ costs ₹1,000.

Stamp duty is a state levy on the memorandum, the articles and the incorporation form, charged by the state of the registered office. It is the reason a “pan-India price” is never quite true. Punjab charges duty on the articles by reference to authorised capital, with a substantial minimum, and is one of the more expensive states to incorporate in; Chandigarh is among the cheaper. The state comparison is in our company registration cost guide.

Authorised capital should be set deliberately. An OPC that needs ₹1 lakh of capital for its first two years should not pay stamp duty on ₹10 lakh today; capital can be increased later.

What our fee includes: name strategy and resubmissions, the DSC, the memorandum and articles drafted for your business (not the portal template), the nominee’s consent, PAN and TAN, the first auditor’s appointment, share certificate, the INC-20A commencement declaration within 180 days, and the GST and TDS setup. Each engagement is quoted as a fixed fee before work starts.

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Who can form an OPC

The rules changed on 1 April 2021, and much of what is still written about OPCs predates the change.

• The member must be a natural person and an Indian citizen — resident in India or not. Since 2021, NRIs who are Indian citizens can form an OPC. A foreign national, a company or an LLP cannot.
• A nominee must be named in the memorandum, with the same eligibility, who becomes the member if the founder dies or is incapacitated. The nominee gives written consent in Form INC-3 and can withdraw it.
• One OPC per person. No one can be a member of more than one OPC, or a nominee in more than one.
• A minor cannot be a member or a nominee.
• The name must include “(OPC) Private Limited”.
• No forced conversion. Before 2021, an OPC had to convert into a private limited company once its paid-up capital exceeded ₹50 lakh or its average turnover exceeded ₹2 crore. Those limits were removed. An OPC can now grow without a ceiling, and can convert into a private or public company voluntarily, at any time.
• Restrictions remain: an OPC cannot carry on non-banking financial investment activity, including investing in the securities of other companies, and cannot convert into a Section 8 (not-for-profit) company.

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What it costs to run, every year

The incorporation fee is paid once. The OPC then carries most of a company’s compliance:

Obligation	What it involves
Statutory audit	Every year, whatever the turnover
Financial statements, AOC-4	Within 180 days of the year-end (no AGM needed)
Annual return, MGT-7A	Every year
Director KYC, DIR-3 KYC	By 30 September
Board meetings	Two a year, 90 days apart; none with one director
Income-tax return	Every year, with tax at company rates

A few relaxations help: an OPC does not hold an annual general meeting, need not prepare a cash-flow statement, and with a single director can pass board decisions by entering them in the minute book. But the audit is always mandatory, and that is the cost a proprietorship or a small LLP does not carry. Our post-incorporation guide covers the first 90 days.

Tax. An OPC is taxed as a domestic company — about 25.17% under the concessional regime (22% plus surcharge and cess), with dividends taxed again in the founder’s hands. Salary to the founder-director is deductible for the company and taxed as salary in the founder’s hands.

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OPC vs LLP vs proprietorship

	OPC	LLP	Proprietorship
Owners	One	Two or more	One
Limited liability	Yes	Yes	No
Audit	Always	Above ₹40L turnover or ₹25L capital	Only if tax audit
Tax on profit	~25.17%	31.2%	Slab rates
Take profit out	Dividend, taxed again	Share exempt	No step
Add a co-founder	Convert first	Admit a partner	Form a new entity

An OPC fits a solo founder who wants a company’s credibility with clients and banks, limited liability, and a clean path to a private limited company later — and who is prepared to pay for an audit every year.

An LLP fits two or more people who will run the business together, especially professionals, and who want limited liability with lighter compliance and no second layer of tax on profits taken out.

A proprietorship fits a solo consultant or trader whose profits are modest — often under the presumptive schemes, with the lowest compliance of all — provided the absence of limited liability is acceptable or insured.

The full comparison, including the private limited company and partnership firm, is in our entity choice guide.

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How we register OPCs

From our office in Kharar we incorporate OPCs for founders across Punjab, Chandigarh and India — and for NRI founders abroad, entirely online. See our company registration service for Chandigarh, Mohali and the Tricity or our business setup and incorporation practice.

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Frequently Asked Questions

What is the government fee for OPC registration?

For an OPC with authorised capital up to ₹15 lakh, the MCA incorporation fee is nil. Name reservation costs ₹1,000, PAN and TAN about ₹150 together, and the director’s digital signature ₹800 to ₹2,000. State stamp duty is extra and depends on where the registered office is — Punjab is among the more expensive states.

How much does it cost in total to register an OPC?

Professional fee and government charges together typically come to ₹10,000 to ₹15,000, depending on authorised capital and the state’s stamp duty. A fixed fee is quoted before work starts.

Can an NRI form a One Person Company?

Yes. Since 1 April 2021, any natural person who is an Indian citizen — whether resident in India or not — can form an OPC and be its nominee. A foreign national cannot.

Does an OPC have to convert to a private limited company after ₹2 crore turnover?

No. The mandatory conversion above ₹50 lakh paid-up capital or ₹2 crore turnover was removed from 1 April 2021. An OPC can now convert into a private or public company voluntarily, at any time.

Is OPC better than LLP?

For a solo founder who wants company status and may later convert to a private limited company, yes. For two or more people running the business together, an LLP is usually better: lighter compliance, no audit until turnover exceeds ₹40 lakh or contribution ₹25 lakh, and no second tax on profits taken out.

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Related reading

• Company registration cost in India 2026: Pvt Ltd, LLP and OPC
• Pvt Ltd vs LLP vs OPC vs Partnership: which entity to register
• Post-incorporation compliance: the first 90 days
• Company Registration in Chandigarh, Mohali & the Tricity