VS
OPC is a single-shareholder company. Pvt Ltd needs 2 shareholders. If you're solo today but might raise capital later, the choice is non-trivial.
Pick OPC when
You are a solo founder with no co-founder visibility
You want corporate structure without finding a partner
Your turnover will stay below ₹2 cr for 2-3 years
Pick Private Limited Company when
You have or plan to add a co-founder
You plan to raise funding within 1-2 years
You expect to issue ESOPs
Your turnover will cross ₹2 cr quickly
Feature
OPC
Private Limited Company
Minimum members
1 + 1 nominee
2 (directors + shareholders)
Govt fees
₹1,500-2,500
₹1,500-3,000
Annual compliance
₹4,999-7,999 (no AGM)
₹7,999-12,000 (AGM required)
AGM
Exempted
Mandatory
Mandatory conversion threshold
₹2 cr turnover OR ₹50 lakh paid-up
No mandatory conversion
Add co-founder
Cannot — must convert
Easy
Issue ESOPs
Cannot (1 shareholder)
Yes
VC funding eligible
No (must convert first)
Yes
Tax rate
22% (corporate)
22% (corporate)
Nominee paperwork
Required
Not applicable
When you plan to raise capital within 18-24 months. OPC must convert to Pvt Ltd before fundraising — you waste 30-45 days at a critical moment. If you might raise, start as Pvt Ltd with a nominee co-founder.
No — only resident Indians (182+ days in India in the prior year). NRIs and foreign nationals must use Pvt Ltd.
Yes anytime. File INC-3 (consent) + INC-4 (intimation) with MCA. Takes 5-7 days. ₹999 + ₹500 govt fee.