The question
1 answer
Practising chartered accountants at ERPCA · 1 Oct 2026
In short
An OPC is a private limited company with one shareholder; the compliance is a little lighter, and it converts to a regular private limited company the day you bring in a co-founder.
What you need: one shareholder who is an Indian resident (120 days in the previous year), one nominee named in the memorandum who steps in on your death or incapacity, and at least one director (you). Incorporation is through the same SPICe+ form, in about a week.
Where it is lighter: no annual general meeting; at least one board meeting in each half of the year rather than four; the annual return is the shorter MGT-7A; and a single-director OPC does not need a company secretary's signature on it. Statutory audit still applies from year one, ITR-6 is due by 31 October, and the tax rate is the normal company rate (25% plus surcharge and cess, or 22% under section 115BAA). Dividend you take is taxed again in your hands, so most solo founders draw a salary instead.
Limits: an OPC cannot carry on non-banking financial activities and cannot have more than one member; the 2021 amendment removed the old rule forcing conversion on crossing ₹2 crore turnover or ₹50 lakh capital, so you can stay an OPC as long as you like. Conversion to a private limited company on adding a member is a simple alteration of the memorandum and articles with Form INC-6, no fresh incorporation.
Next step
If a co-founder is likely within a year, incorporate as a two-shareholder private limited company directly with you holding 99% and a family member 1%, which avoids the conversion step; if you are genuinely going solo, the OPC is the cleaner choice.
General guidance on the facts given, not an engagement. Law as on the date of the answer.
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