Business Registrations & Compliance#080

Understanding One Person Company (OPC) registration

At a glance

Jurisdiction

Central — Ministry of Corporate Affairs (MCA), applicable across India under the Companies Act, 2013 (Section 2(62) and Chapter II)

Who applies

A single individual who is an Indian citizen and Indian resident wishing to form a company with limited liability with themselves as the sole shareholder and director

Typical time

3–7 working days from submission of error-free SPICe+ form

Fee

Government fee is same as Private Limited Company; varies by authorised share capital. Stamp duty applicable as per state.

Who should use this process

✓Only a natural person who is an Indian citizen and resident in India (stayed 182+ days in preceding calendar year) can incorporate an OPC
✓The person must nominate another Indian citizen and resident as the nominee member who will take over in case of the member's death or incapacity
✓The person must not already be a member of another OPC, and the nominee must not already be a member or nominee of another OPC
✓The member must have a DIN (or obtain one via SPICe+) and a Class 3 DSC
✓Annual turnover of OPC must not exceed ₹2 crore and paid-up capital must not exceed ₹50 lakh; beyond these limits, OPC must mandatorily convert to a Private Limited Company

Who does NOT need to apply

✕Foreign nationals and NRIs (who do not satisfy the 182-day residency requirement) cannot incorporate an OPC
✕A minor cannot be a member or nominee of an OPC
✕OPCs cannot carry out non-banking financial investment activities, including investing in securities of corporate bodies
✕OPC cannot issue shares to the public or list on any stock exchange

Documents required

#	Document	Type needed	Purpose
1	PAN card of the sole member	Self-attested Copy	Primary identity and tax identification proof
2	Aadhaar card of the sole member	Self-attested Copy	Identity and address proof of the member
3	PAN card and Aadhaar card of the nominee	Self-attested Copy	Identity proof of the nominee who will take over in case of death or incapacity of the member
4	Consent of nominee — Form INC-3	Original	Written consent of the nominee to act as nominee member of the OPC, filed as part of SPICe+
5	Proof of registered office address (utility bill not older than 2 months)	Self-attested Copy	Establishes the registered office address of the OPC
6	No-Objection Certificate (NOC) from premises owner(optional)Required if the registered office is not owned by the sole member	Original	Owner's consent to use premises as registered office
7	Digital Signature Certificate (DSC) of the sole member	Soft copy (PDF)	Required to digitally sign SPICe+, eMoA (INC-33), eAoA (INC-34), and AGILE-PRO-S forms
8	Memorandum of Association — INC-33 (eMoA) and Articles of Association — INC-34 (eAoA)	Download / Print	Constitution documents of the OPC; filed electronically via SPICe+

Original documents: Carry originals only for in-person visits — do not hand them over permanently unless explicitly required.

Step-by-step guide

1
Obtain DSC and DIN for the sole member
Offline
The sole member must obtain a Class 3 Digital Signature Certificate. DIN can be allotted automatically through SPICe+ if the member does not already have one. Name on DSC must match PAN exactly.
1–3 days
2
Obtain nominee's consent
Offline
Identify and obtain the written consent of the nominee (another Indian citizen and resident) using Form INC-3. The nominee must not already be a member or nominee of any OPC.
1–2 days
3
Reserve company name via SPICe+ Part A
Online
Log in to the MCA21 v3 portal and fill Part A of SPICe+ to propose the company name. The name must end with '(OPC) Private Limited'. Check name availability on MCA's name search tool. Up to 2 name choices can be submitted.
1–2 days for approvalhttps://www.mca.gov.in
4
Fill SPICe+ Part B and AGILE-PRO-S
Online
After name approval, fill SPICe+ Part B with the member's details, nominee details (INC-3 attachment), registered office details, and share capital. Fill AGILE-PRO-S to simultaneously apply for PAN, TAN, EPFO, ESIC, and optionally GST. Attach eMoA and eAoA.
1 dayhttps://www.mca.gov.in/mcafoportal/showlogin.do
5
Pay government fee and stamp duty
Online
Pay the applicable government incorporation fee based on authorised capital and the state of registered office. Pay stamp duty on MoA and AoA electronically or via physical stamps as per state requirements.
Same day
6
ROC review and Certificate of Incorporation
Offline
The Registrar of Companies reviews the SPICe+ filing. On satisfaction, the ROC issues the Certificate of Incorporation with the CIN (Corporate Identification Number). PAN and TAN are allotted automatically via AGILE-PRO-S.
2–5 working daysRegistrar of Companies (ROC)
7
Post-incorporation compliances
Both
Open a business bank account in the OPC's name, file Form INC-20A (Commencement of Business Declaration) within 180 days of incorporation, hold first board meeting within 30 days, and issue share certificate to the sole member. An OPC is exempt from holding AGMs but must file financial statements (AOC-4) and annual return (MGT-7A) with the ROC.
Within 180 days of CoI

Government officers involved

Registrar of Companies (ROC)

Ministry of Corporate Affairs, Office of the ROC for the relevant state

Steps 3 and 6

Approves company name, reviews SPICe+ filing, and issues Certificate of Incorporation

Government portals

MCA21 v3 Portal

https://www.mca.gov.in

Filing SPICe+, eMoA, eAoA, AGILE-PRO-S, INC-20A; downloading CoI; all MCA e-services

MCA Name Search

https://www.mca.gov.in/mcafoportal/showCheckCompanyName.do

Checking availability of proposed OPC name before filing SPICe+ Part A

Things to watch out for

Mandatory conversion upon exceeding thresholds

An OPC must mandatorily convert to a Private Limited Company within 6 months of the end of the financial year in which its paid-up capital exceeds ₹50 lakh or annual turnover exceeds ₹2 crore. Failure to convert attracts penalties. Track thresholds from the first year of operations.

Nominee must be carefully chosen

The nominee automatically becomes the sole member of the OPC upon the death or incapacity of the existing member. Choose the nominee with care as they gain full control of the company in such an event. The member can change the nominee later by filing Form INC-4.

OPC cannot convert to LLP

An OPC can convert to a Private Limited Company but cannot convert directly into an LLP. If an LLP structure is preferred later, it requires winding up the OPC and separately incorporating an LLP.

INC-20A filing is mandatory before commencing business

Form INC-20A must be filed within 180 days of the Certificate of Incorporation after depositing the full subscription amount in the OPC's bank account. Non-filing attracts a penalty of ₹50,000 on the company and ₹1,000 per day on officers in default.

Annual compliance is still required despite single-person structure

OPCs are exempt from AGMs but must still file audited financial statements (AOC-4) and the annual return (MGT-7A) with the ROC every year. Non-filing attracts heavy compounding fees and disqualification of the director.