One Person Company: a Pvt Ltd with one shareholder — but with more restrictions than most founders expect.

Consider the numbers. An OPC pays 22% corporate tax (s.115BAA, if no exemptions); you as an individual would pay 30% above ₹15L under the new regime. The 8% saving looks attractive. But: an OPC requires a statutory audit (₹30,000-₹80,000/year), annual ROC filings, and salary/dividend structuring. If your consultancy is a 44ADA-eligible profession (IT, legal, architecture, etc.) and turnover is below ₹75L, section 44ADA lets you declare 50% of turnover as profit with zero books — effectively a 50% deduction at individual slab rates. Run both calculations before incorporating an OPC.

The nominee is a safety net, not an owner. During the sole member's lifetime, the nominee has no rights, no profit sharing, no management role. On the death or permanent incapacity of the sole member, the nominee becomes the new member — not a beneficiary under the member's Will. This creates a legal complexity: the nominee holds the OPC membership, but the estate of the deceased member holds any economic value. The nominee is then responsible for ensuring the OPC is transferred to the legal heirs or wound up. The nominated person should be someone trusted and aware of their obligations — not a random friend named to fill the form.

You do not have to convert merely because turnover or paid-up capital crosses an old threshold. The Companies (Incorporation) Second Amendment Rules 2021 removed the mandatory-conversion thresholds in Rule 6, so conversion is voluntary. If you choose to convert, the process includes a resolution by the sole member, amendment of the MOA/AOA, adding at least one more shareholder, and filing INC-6 on MCA21. The converted Pvt Ltd inherits the OPC's assets, liabilities, contracts, and GST registration; no new GSTIN is ordinarily needed if the registration is amended.

Yes — an OPC is a legal employer. It can have any number of employees, must register for EPFO (if 20+ employees), ESIC (if 10+ employees), and deduct TDS on salaries u/s 192. The sole member, if also a director drawing salary, is treated as an employee for TDS purposes — salary drawn by a director is taxable as salary income. PF/ESIC applies to employed staff; the director-member's contribution depends on whether they are categorised as an employee or a director receiving remuneration.

For a solo-founder SaaS: depends entirely on your funding plan. If you are bootstrapped, will not bring in a co-founder, and don't plan external equity in the next 3 years: an OPC works — same compliance cost as Pvt Ltd, limited liability, corporate entity. The moment you want to bring in a co-founder, raise a seed round, or grant ESOPs to employees: convert to Pvt Ltd immediately. The conversion is not difficult but adds 60-90 days of effort. Many solo SaaS founders incorporate a Pvt Ltd with a small nominal shareholding to a friend or spouse from Day 1, to avoid the future conversion overhead.