All of us have heard the word ‘proprietor’ (the sole owner of the business enterprise). In fact, the majority of the private companies, where husband and wife are the shareholders, work like a proprietory concern!

There is no formal registration or incorporation certificate for setting up a proprietary concern. Registration under GST, Shops Act, or Professional Tax will act as a primary document. If an individual wants to do business with a formal certificate, what can be done?

In 2013, through a revamped Companies Act, the Government brought in a concept called One Person Company (OPC). An OPC, where only one person will be a shareholder,  has to be registered like a private limited company, under the Registrar of Companies (ROC). This OPC gets a formal incorporation certificate and becomes a glorified proprietory concern!

NRI can incorporate OPC in India

Initially, OPC was allowed for a Resident Individual, who is also a citizen of India. In Union Budget 2021, it was proposed to widen the scope of OPC, and accordingly, the changes were brought in Incorporation Rules –

• The new Rules are applicable from 1^st April 2021
• Non-Resident Indians (NRI) are allowed to incorporate OPCs.
• An OPC can be converted into a private or public limited company voluntarily. Similarly, a private limited company can be converted into OPC anytime. The erstwhile restrictions in terms of turnover or tenure are omitted.  

Who can’t set up a One Person Company (OPC)

• OCI Cardholders and foreigners can’t incorporate OPC in India

Any of you are interested to set up an OPC or require any clarifications, please feel free to contact me at This email address is being protected from spambots. You need JavaScript enabled to view it.