Proprietorship Firm
Suitable Business Ideas for Sole Proprietorship Registration
Registering as a sole proprietorship firm is the simplest way for anyone who wants to start a small business without long paperwork or high costs.
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Convert Proprietorship to One Person Company
Keep sole control of the business and stop carrying its debts personally. An OPC gives one owner the corporate structure of a private limited company, without a second shareholder and without an annual general meeting.
- Digital signature for the director and the nominee
- Name reservation through the RUN form
- MoA and AoA drafted, with the nominee’s consent filed
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- DIN, PAN and TAN applied for with the incorporation
- Typically completed in 12 to 15 working days
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Converting a proprietorship into a One Person Company
What an OPC is, why it needs a nominee, and why sole owners choose LegalWiz.in to handle the conversion.
A One Person Company is an improved form of the sole proprietorship, and it is a good structure for a medium-sized business run by one person. It gives a single promoter full control of the company while limiting their liability, so their personal assets are protected from the business.
The owner is the shareholder. Like a private company, an OPC may appoint a separate individual as its director to manage it, so the person who owns it and the person who runs it do not have to be the same.
Appointing a nominee is mandatory. Because there is only one member, the nominee is what preserves the perpetual existence of the company: on the death of the member, or their becoming incapable of contracting, the nominee becomes the member in their place.
- Governed by
- Companies Act, 2013
- Members
- Exactly 1
- An Indian resident individual
- Nominee
- Mandatory
- Appointed at incorporation, in writing
- Authorised capital
- ₹1 lakh
- Nothing has to be paid up
- Capital at incorporation
- Up to ₹50 lakh
- The ceiling applies at incorporation
- Share transfer
- Not permitted
- Shares cannot be transferred on
- One per person
- Yes
- The same rule applies to the nominee
- Turnaround
- 12 to 15 working days
- Subject to government processing
Why sole owners choose LegalWiz.in
- An expert team of qualified CA, CS and lawyers
- A dedicated relationship manager with on-call support
- The entire conversion is handled online
- Quick turnaround and economical pricing
- Thousands of happy customers across every state in India
- Backed by secure technology
- Exclusive partner offers on web hosting, payment gateways and more
What the conversion covers
Your relationship manager and the filing team handle everything below. You supply the documents once and approve the drafts.
- Digital Signature Certificate (DSC) for the director and the nominee
- Name availability check against the naming guidelines
- Name reservation through the RUN form
- Drafting of the MoA and AoA
- The nominee’s written consent, filed with the Registrar of Companies
- Payment of stamp duty and notarisation of the required documents
- Filing of the company registration application
- DIN allotment for the director
- PAN and TAN application for the company
Government fees and stamp duty are charged at actuals. The nominee has to consent in writing before the incorporation is filed, and the same person may be nominee for only one OPC.
Choosing your nominee
An individual, not a company
The nominee has to be a natural person. A body corporate cannot hold the position.
Appointed at incorporation
The nominee is named when the company is registered, not afterwards, and their written consent goes in with the filing.
One nomination each
A person can be the nominee for only one OPC, in the same way that a person can form only one.
They can be changed
A nominee can be replaced later. The change is intimated to the Registrar in form INC-4.
Benefits of an OPC over a sole proprietorship
Separate legal entity, so limited liability
The company’s assets are protected and the owner’s liability is limited to the extent of their own shareholding. In a proprietorship there is no line at all between the owner and the business.
It opens better business avenues
Large organisations prefer to deal with an OPC rather than a proprietorship firm. It is registered in the same way as a private company, which are the trusted form of business, and that makes funding from financial institutions easier and gives suppliers and customers confidence.
An easy structure to manage
With only one member there is no requirement to hold an annual or an additional ordinary general meeting, and no waiting for anyone else’s approval. There is a single authority making decisions.
An organised structure
The OPC gives the business a structure similar to a private limited company, with the benefit of limited liability. A sole proprietorship provides no organised structure at all.
How a One Person Company compares
An OPC is one of four structures a proprietor can move to, and the only one that keeps a single owner. Here is the whole field.
| Attribute | One Person Company | Private Limited Company | Limited Liability Partnership | Partnership Firm | Proprietorship Firm |
|---|---|---|---|---|---|
| Setting it up | |||||
| Applicable law | Companies Act, 2013 | Companies Act, 2013 | LLP Act, 2008 | Indian Partnership Act, 1932 | No specified Act |
| MandatoryMust be registered with the MCA under the Companies Act | MandatoryMust be registered with the MCA under the Companies Act | MandatoryMust be registered with the MCA under the LLP Act | OptionalCan be registered or unregistered, though there are clear benefits to registering with the State ROF | Not requiredMSME or GST registration is treated as valid proof for a proprietor firm | |
| Only 1A single shareholder | 2 to 200Excluding present or former employees who are members | 2 to unlimitedMinimum 2 designated partners, no cap on the total | 2 to 50Minimum 2 partners, maximum 50 | Only 1The proprietor is the sole owner | |
| Not allowedMember, nominee and director must be Indian residents | AllowedUnder RBI and FEMA rules, usually via the automatic route | AllowedUnder RBI and FEMA rules, usually via the automatic route | AllowedAn NRI can be a partner, subject to RBI regulations | Not allowedA foreign national cannot own a proprietorship business in India | |
| What you are liable for | |||||
| YesCan enter contracts and own assets in its own name | YesCan enter contracts and own assets in its own name | YesCan enter contracts and own assets in its own name | NoThe firm has no identity separate from its partners | NoProprietor and business are the same, and share one PAN | |
| LimitedLimited to the share capital subscribed | LimitedLimited to the share capital subscribed, unless the MOA defines it otherwise | LimitedLimited to the contribution agreed in the LLP agreement | UnlimitedPartners are jointly and severally liable for the debts | UnlimitedClearing the firm’s liabilities is the proprietor’s job | |
| YesBut it can only ever have one owner | YesSurvives a change of ownership or management | YesA change of partners does not affect the LLP | NoA change of partner dissolves or reforms the firm | NoDeath or insolvency of the proprietor ends the business | |
| Restricted100% of shares must move to change the single owner | YesShares transfer easily, which is why external investors prefer it | YesBy consent of the other partners, via a supplementary deed | RestrictedThe partnership deed sets out the restrictions | NoA proprietorship cannot be transferred | |
| What it costs you every year | |||||
| MandatoryAn auditor must be appointed within 30 days | MandatoryAn auditor must be appointed within 30 days | As applicableRequired once turnover crosses ₹40 lakh or contribution crosses ₹25 lakh | Not mandatoryTax audit applies based on turnover | Not mandatoryTax audit applies based on turnover | |
| Moderate25% for companies with turnover up to ₹400 crore | Moderate25% for companies with turnover up to ₹400 crore | High30% on business profits, with tax-efficient distribution to partners | High30% on business profits | LowTaxed at the proprietor’s individual income tax slab | |
| HighSimilar to a company, without an AGM | HighThe heaviest of the five, both annual and event based | ModerateAnnual filing plus a few event based filings, lighter than a company | LowAn annual ITR, and little else | LowNo separate ITR, and very little else | |
| Next step | Get started | Know more | Know more | Know more | Know more |
Swipe the table sideways, One Person Company stays in view. Open any attribute to read the detail behind all 5 answers.
Customer reviews
What our clients say
- Rated 5 out of 5
Had a great experience with LegalWiz for my trademark registration. The service was smooth, and the after sales support was excellent. Although the filing took around 3 days, the team stayed connected throughout, provided clear updates, and there were no communication issues. Overall, a very professional and reliable experience.
Vishvam PGJune 2026 - Rated 5 out of 5
Had a wonderful experience. The team was very supportive, responsive and completed everything on time. Thank you for the excellent support.
Ujwala ShettyJune 2026 - Rated 5 out of 5
Jignesh was very helpful and amazing while filling the compliance form for my business. Will take your service again.
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Good support team. No hindrance in executions. Go for it.
Upkar ChaurasiyaApril 2026 - Rated 5 out of 5
JIGNESH BHAI, I wanted to take some time to sincerely thank you for your incredible support with my MSME registration through LegalWiz. From start to finish, Jignesh Bhai, your guidance, patience, and professionalism made what could have been a stressful and confusing process feel completely smooth and manageable. You took the time to explain every step clearly, answered all my questions patiently, and ensured that nothing was left uncertain. Your attention to detail and dedication truly stood out, and it gave me a lot of confidence throughout the process. I really appreciate the effort, care, and commitment you put into helping me. Jignesh Bhai, your service has been exceptional, and I couldn’t have asked for a better experience. Heartfelt thanks once again!
Rahul SharmaApril 2026 - Rated 5 out of 5
Highly recommend services from Legalwiz. Got my LLP conversion process faster. Helpful staff.
Sharad PatelJanuary 2026 - Rated 5 out of 5
Limited Liability PartnershipHad a great experience working with the team! They handled my LLP registration smoothly, guided me clearly through every step, and were always quick to respond. Really appreciate their professionalism and support. Highly recommended!
Rishi KhannaJanuary 2026 - Rated 5 out of 5
They are so quick and highly professional and experienced in the industry to carry out the requirement. Loved their services.
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Trademark RegistrationVery fast & timely service. The team was very helpful and helped me find out if the brand name was available or not over the call itself without any extra cost or charge. Brilliant service, very clear communication, timely delivery & transperant pricing. Cheers!
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MANINDER KaurMarch 2025 - Rated 5 out of 5
Close a Private Limited Companyexcellent, i appreciate accountability and transparency in the process
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Documents required to convert into an OPC
The set below covers the director and the nominee both. Scanned copies are enough to begin.
Identity proof
A scanned copy of the PAN card of every director and of the nominee, along with the Aadhaar card, voter ID, passport or driving licence.
Address proof
The latest bank statement or utility bill in the name of the director and the nominee, which must not be more than two months old.
Registered office proof
A no objection certificate from the owner, a utility bill no more than two months old, and either a notarised rent agreement for rented premises or the registry proof or house tax receipt for owned ones.
Consent of the nominee
The written consent of the nominee, which has to be filed with the Registrar of Companies.
Photographs
A recent passport size photograph of the directors and of the nominee.
Convert into an OPC in three easy steps
Step 01
Answer a few quick questions
- Spend less than 10 minutes on a simple set of questions
- Share the basic details and documents against the checklist
- Pay through a secure payment gateway
Step 02
Our experts take over
- You are assigned a dedicated relationship manager
- Digital signatures are procured and the name is reserved
- MoA, AoA and the nominee’s consent are drafted
- The incorporation application is filed with DIN, PAN and TAN
Step 03
Your company is registered
- The whole process takes 12 to 15 working days
- The Certificate of Incorporation is issued in the name of the company
Subject to government processing time.
How long the conversion takes
Fifteen working days end to end. Everything we control is done by day 10; the last five are the registrar’s.
Day 1
1 of 15 working days
- Application for the Digital Signature Certificate
Days 2 to 4
3 of 15 working days
- Name availability check
- Application for name reservation under RUN
- Name reserved by the registrar
Days 5 to 8
4 of 15 working days
- Drafting of the MoA, AoA and the other required documents
- Payment of stamp duty
- Notarisation of the required documents
Days 9 to 10
2 of 15 working days
- Filing of the company registration application
- Application for DIN allotment
- Application for PAN and TAN of the company
Days 11 to 15
5 of 15 working days
- Government processing time
- Certificate of Incorporation issued
Subject to government processing time.
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What is the minimum capital required to start an OPC?
The requirement is the same as for a private limited company: an authorised capital of ₹1 lakh to begin with. None of it actually has to be paid up, so no money needs to be put into the business.
The capital should not be more than ₹50 lakh at incorporation.
Who is the nominee, and why is one needed?
The nominee exists to preserve the perpetual existence of the company. Because an OPC has a single member, without one the company would end with them.
The nominee must be an individual and is appointed at the time of incorporation. On the death of the existing member, or their becoming incapable of entering into a contract, the nominee becomes the member of the company.
Can one person set up more than one OPC?
No. An individual can form only one OPC at a time, and the same rule applies to the nominee director.
What are the compliance requirements for an OPC?
An OPC limited by shares has to meet the following:
- A minimum authorised share capital of ₹1 lakh
- Shares may not be transferred to anyone else
- The company is prohibited from inviting the public to subscribe to its securities
- Where the company contracts with the sole member who is also its director, the terms of the contract or offer must be recorded in writing, either in a memorandum or in the minutes of the next board meeting
- Every contract with the sole member must be intimated to the Registrar within fifteen days of the date of approval
What is needed before an OPC can be registered?
The DSC and DIN of every director, and of the subscriber to the MoA, who is the owner, along with the nominee.
The registered office must also be in existence before the registration is filed.
What makes an OPC incorporation go through quickly?
A genuinely unique proposed name is the biggest factor. Beyond that, the documents for the subscriber, the nominee, the directors and the registered office all being exactly as required is what avoids a resubmission.
Can I convert the OPC into a private limited company later?
Yes, after two years from the date of incorporation.
The thresholds that used to force a conversion, paid-up capital above ₹50 lakh, or turnover above ₹2 crore for three consecutive years, were removed by the Companies (Incorporation) Second Amendment Rules, 2021, so growth alone no longer compels it.
How long does the company registration stay valid?
Once incorporated the company is active and in existence for as long as its annual compliances are met.
Where they are not, it becomes a dormant company and may be struck off the register after a period. A struck-off company can be revived for up to 20 years.
How is a change of member intimated to the Registrar?
The company files form INC-4 where the member ceases to be one on account of death, incapacity to contract, or a change of ownership.
The details of the OPC’s new member are provided in the same form.
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Convert your proprietorship into a One Person Company
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