Complete Guide To One Person Company (OPC) Registration

Starting a business as a solo founder in India is no longer a legal maze. The One Person Company (OPC) model, introduced under the Companies Act, 2013, empowers individuals to operate a business with limited liability protection, corporate status, and complete ownership, all without needing partners. It's a perfect blend of legal structure and entrepreneurial independence. Thanks to the 2021 MCA reforms, OPCs now enjoy greater flexibility, no turnover or paid-up capital limits, and easier conversion options.

Whether you're a freelancer, consultant, or visionary founder, OPC is a legally sound route to scale your operations, raise credibility, and access formal finance, all while maintaining full control. This blog is your legally accurate, easy-to-follow guide to OPC registration in 2025. From understanding eligibility and filing requirements to tracking timelines and avoiding common pitfalls, you’ll find everything you need to start your journey with confidence, step by step, law by law.

What This Blog Covers:

• What is OPC and who it is for?
• Benefits of registering an OPC
• Updated eligibility and nominee rules
• List of required documents
• Step-by-step registration process with screenshots
• Government and professional fee breakdown
• OPC registration timeline and causes of delay
• Post-incorporation and annual compliance

What Is A One Person Company (OPC)?

A One Person Company (OPC) is defined under Section 2(62) of the Companies Act, 2013 as a company that has only one person as its member. It was introduced to provide individual entrepreneurs with a full-fledged corporate structure, offering limited liability, separate legal identity, and perpetual succession, without requiring multiple shareholders or directors.

OPCs are governed by:

• The Companies Act, 2013
• The Companies (Incorporation) Rules, 2014, especially Rule 3
• The MCA Notification dated 1st February 2021 (Companies (Incorporation) Second Amendment Rules, 2021) removed the earlier requirements that forced a One Person Company (OPC) to convert into a private or public company if its paid-up capital exceeded ₹50 lakh or its average annual turnover exceeded ₹2 crore.

These threshold restrictions were omitted, allowing OPCs to grow without any such limits from 1st April 2021 onwards

Who Should Consider an OPC?

An OPC is ideal for:

• Solo founders who want to limit personal liability
• Freelancers, consultants, and professionals seeking formal business status
• Sole proprietors transitioning into a corporate entity
• Small businesses or startups launched by a single promoter

It enables individual entrepreneurs to build credibility, access funding, and expand while maintaining full control over the business.

Key Features of a One Person Company (OPC)

Built to empower solo entrepreneurs, a One Person Company (OPC) combines the flexibility of sole ownership with the legal safeguards of a corporate entity. The following features define its structure under the Companies Act, 2013:

• Single-Member Ownership: One individual acts as both shareholder and director, retaining full control.
• Nominee Appointment: A nominee must be named at incorporation to take over in case of the member’s death or incapacity.
• Limited Liability: The member’s liability is restricted to the unpaid share capital, personal assets remain protected.
• Separate Legal Entity: The OPC can own property, enter contracts, and sue or be sued in its own name.
• Perpetual Succession: The company’s existence continues beyond the life of the sole member.
• No Capital or Turnover Thresholds: After the 2021 amendment, there’s no mandatory conversion based on financial size.
• Relaxed Compliance: OPCs are exempt from AGMs and follow simplified governance norms.

Key Benefits Of Registering An OPC

Registering as a One Person Company (OPC) offers a legally sound structure for individuals who wish to operate a business independently while enjoying corporate privileges.

1. Limited Liability Protection

An OPC is a limited liability entity under Section 3(1)(c) of the Companies Act, 2013. The sole member’s personal assets are insulated from business debts or legal claims. Liability is restricted to the unpaid value of shares held, ensuring risk containment.

2. Sole Ownership with Full Control

The OPC structure allows one person to act as both shareholder and director, retaining complete control over decisions. It eliminates the need for partners or a board, making it ideal for independent professionals and founders.

3. Separate Legal Entity

An OPC is legally distinct from its owner. It can acquire assets, enter into contracts, sue or be sued in its own name. This distinction enhances legal recognition and credibility with clients, lenders, and vendors.

4. Reduced Compliance Burden

Compared to private or public limited companies, OPCs benefit from relaxed compliance under the Companies Act:

• No requirement to hold Annual General Meetings as per Section 96(1) under The Companies Act, 2013
• Only one Board Meeting is required every six months as per Section 173(5) under The Companies Act, 2013
• Exemption from preparing cash flow statements as per Section 2(40) under The Companies Act, 2013

Annual filings such as AOC-4 and MGT-7A remain mandatory, but overall compliance remains manageable.

5. Easy Conversion to Private Limited Company

Post-2021, OPCs can voluntarily convert into a private limited company without meeting any turnover or capital threshold. This allows flexibility to scale, raise investment, or onboard partners at any stage. Conversion is governed by Rule 6 of the Companies (Incorporation) Rules, 2014, as amended.

6. Tax Efficiency under Certain Conditions

While OPCs are taxed as domestic companies, they can opt for 22% concessional tax under Section 115BAA in the Income Tax Act, 1961, plus surcharge and cess (if no exemptions are claimed)

However, OPCs are not eligible for the Startup India tax exemption under Section 80-IAC unless converted into a private limited company and DPIIT-recognised.

OPC Registration Eligibility Criteria

To register a One Person Company (OPC) in India, the applicant must meet specific eligibility conditions prescribed under Rule 3 of the Companies (Incorporation) Rules, 2014, the Companies Act, 2013 and subsequent MCA amendments. These conditions are aimed at ensuring that the OPC model remains exclusive to genuine individual entrepreneurs.

1. Only Natural Persons Who Are Indian Citizens

• Only a natural person (i.e., an individual, not a company or LLP) who is an Indian citizen is eligible to incorporate an OPC.
• The applicant must be a resident in India, defined (post-2021) as someone who has stayed in India for at least 120 days during the immediately preceding financial year.
• Foreign citizens, NRIs (except where permitted post-2021 amendments), and legal entities are not eligible to form an OPC.

2. One OPC Per Person Rule

• A person can incorporate only one OPC at a time.
• Likewise, a person can act as a nominee in only one OPC.
• This restriction prevents the misuse of the OPC structure to create multiple single-owner companies.

3. Mandatory Nominee Appointment

• At the time of incorporation, the sole member must appoint a nominee, who must also be a natural person, an Indian citizen, and a resident in India.
• The nominee will take over the OPC in the event of the member's death or incapacity.
• The nominee’s written consent (Form INC-3) must be filed with the Registrar of Companies (RoC).

4. Minimum authorised capital requirement

• There is no statutory minimum paid-up capital requirement to incorporate an OPC.
• Although earlier guidelines mentioned ₹1,00,000 as a minimum capital, this is no longer mandatory. The authorised capital can be decided based on business needs.

5. Single Member and Director

• An OPC must have only one shareholder, who may also act as the sole director.
• The company must have at least one director, and up to 15 directors can be appointed if needed, with shareholder approval.

6. Restrictions on Business Activities

OPCs are prohibited from engaging in the following:

• Non-Banking Financial Investment activities (such as lending or investing in securities)
• Banking, insurance, or similar regulated sectors
• Section 8 of the Companies Act, 2013 (non-profits) cannot be incorporated or converted into OPCs

7. Other Conditions

• The registered office of the OPC must be located in India.
• The member must be a major (i.e., not a minor) and legally competent to contract.
• All standard provisions of the Companies Act, 2013, apply unless specifically exempted for OPCs.

Documents Required For OPC Registration

To register a One Person Company (OPC) in India, the sole member must furnish specific documents to the Registrar of Companies (RoC) under the provisions of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. These documents establish the identity of the promoter and nominee, the validity of the registered office, and form the constitutional basis of the company.

1. Identity and Address Proof of the Sole Member/Director

• PAN Card (mandatory for Indian citizens)
• Aadhaar Card (for eKYC and MCA portal authentication)
• Government-issued ID Proof (any one: Voter ID, Passport, or Driving License)
• Recent Passport-size Photograph
• Residential Address Proof (latest bank statement, utility bill, or mobile/telephone bill not older than 2 months)

2. Nominee’s Identity and Consent

• PAN Card and Aadhaar Card of the nominee
• Residential Address Proof of the nominee
• Form INC-3 – Written consent of the nominee (mandatory at incorporation)
• Recent Photograph and ID Proof of the nominee

Note: The nominee must be an Indian citizen and resident in India. Form INC-3, required for nominee consent in OPC registration, will be accessible on the MCA V3 portal from July 14, 2025. This transition ensures a smoother, faster, and more efficient filing process for new companies.

3. Proof of Registered Office

• Utility Bill, Property Tax Receipt, or similar document (not older than 2 months)
• Rent Agreement (if the premises are rented)
• No Objection Certificate (NOC) from the property owner

These documents must match the address declared in SPICe+ Part B and AGILE-PRO-S forms.

4. Constitutional and Legal Documents

• Memorandum of Association (MoA): Incorporation objectives (filed via eMoA Form INC-33)
• Articles of Association (AoA): Internal governance rules (filed via eAoA Form INC-34)
• Form DIR-2: Consent to act as director
• Form INC-9: Declaration by the director/subscriber (auto-generated within SPICe+)
• Specimen Signature: For official records (may be required in bank or DIN verification)

5. Digital and Professional Requirements

• Digital Signature Certificate (DSC): Class 3 DSC of the sole member/director
• Professional Declaration: Certification from a Chartered Accountant, Company Secretary, Cost Accountant, or Advocate in Form INC-8

6. Other Applicable Documents (If Required)

• Proof of Nationality (in case of NRI applicants or foreign citizens eligible under amendments)
• Authorisation Documents: Board resolution or power of attorney (if applicable in corporate subscriptions)
• Certified Translations: For any non-English/Hindi documents

Also Read : One Person Company Registration Documents – A Complete Guide

Step-By-Step OPC Registration Process In India

Registering a One Person Company (OPC) in India is a streamlined, fully digital process regulated by the Ministry of Corporate Affairs (MCA). It is facilitated through the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) integrated web form, which combines name reservation, incorporation, DIN allotment, PAN/TAN issuance, and other statutory registrations.

Step 1: Obtain a Digital Signature Certificate (DSC)

Purpose: Required to digitally sign all incorporation forms on the MCA portal.
How to Apply:

• Apply through licensed Certifying Authorities (e.g., eMudhra, NSDL, VSign).
• Submit identity proof, address proof, and a passport-size photo.

Who Needs It:

• Sole member/director
• Professional certifying the application (CA/CS/CMA)
  Timeframe: 1 working day

Step 2: Apply for Director Identification Number (DIN)

Purpose: DIN is mandatory for anyone acting as a director in an Indian company.
Process:

• New DINs are allotted automatically through SPICe+ Part B at incorporation.
• If the proposed director already has a DIN, it is auto-filled.

Step 3: Reserve the Company Name

Purpose: To ensure the name is unique and legally compliant.
Process:

• File SPICe+ Part A on the MCA portal.
• Ensure the name ends with “(OPC) Private Limited”.
• Avoid names similar to existing companies or registered trademarks.

Fee: ₹1,000

Timeframe: 1–2 working days

Step 4: Draft Memorandum & Articles of Association

Purpose:

• The Memorandum of Association (MOA) outlines the main business objectives.
• The Article of Association (AOA) defines internal rules and procedures.

Documents Used:

• e-MOA (INC-33) and e-AOA (INC-34) are submitted electronically with SPICe+.
• Instruction kit for drafting the MOA and AOA are available on the MCA portal.

Step 5: File SPICe+ Part B & Linked Forms

Purpose: This is the core step for incorporation.
Process:

• Complete SPICe+ Part B with business, shareholder, nominee, and capital details.
• Attach required documents:
  PAN, Aadhaar, address proofs, INC-3, INC-9, DIR-2, MoA, AoA, NOC, rent agreement (if applicable).

Attach linked forms:

• AGILE-PRO-S (for GST, EPFO, ESIC, professional tax, and bank account)
• INC-9 (declaration by subscriber)
• DIR-2 (consent of director)

Fee: Varies based on authorised capital (detailed in the next section).

Step 6: PAN and TAN Issuance

Purpose: PAN and TAN are mandatory for tax compliance.
Process:

• Automatically generated through SPICe+ upon RoC approval.
• Issued by the Central Board of Direct Taxes (CBDT).
• Included in the Certificate of Incorporation.

Step 7: Certificate of Incorporation (COI)

Purpose: This is the official proof of the company’s existence.
Issued by: Registrar of Companies (RoC)
Includes:

• Corporate Identification Number (CIN)
• PAN & TAN
• Company name and date of incorporation

Timeframe: 3–7 working days from SPICe+ filing

Step 8: Open a Company Bank Account

Purpose: To enable financial transactions in the company’s name through a dedicated current account.

Documents Required:

• Certificate of Incorporation (COI)
• PAN and TAN (auto-issued)
• KYC documents of the director
• Board resolution (if requested by the bank)

AGILE-PRO-S Integration:
If a preferred bank is selected while filing Form AGILE-PRO-S, a current account may be auto-initiated with that bank post-incorporation, subject to KYC clearance.

Timeframe: Within 1–3 working days after incorporation, depending on bank processing.

OPC Registration Fees in India (2025)

Registering a One Person Company (OPC) involves several cost components, including government-mandated fees, professional service charges, and optional expenses. The actual expenditure varies based on your state of registration, authorised capital, and whether you engage a consultant.

1. Government Fees (As per MCA Guidelines)
2.  
3. • Name Reservation (SPICe+ Part A): ₹1,000 (fixed)
   • Stamp Duty on MoA and AoA: Varies by state and authorised capital
     (e.g., Maharashtra and Delhi levy higher duties than smaller states)
   • Filing Fees (SPICe+, eMoA, eAoA):
   •  
   • • If authorized capital ≤ ₹15 lakh: ₹0 (exempted)
     • If > ₹15 lakh: Charged as per MCA fee slab (e.g., ₹2,000 for ₹50 lakh)
   • PAN & TAN Issuance: ₹131 (combined charge)

Note: For all current rates, refer to the official MCA stamp duty PDF or the SPICe+ Part B form.

2. Professional Fees

While OPC registration can be done independently, most founders opt for professional assistance to ensure accuracy and legal compliance. The fees vary depending on the complexity of services offered and the location of the service provider.

Note: Packages may include DSC, name reservation, legal drafting, and ROC filings.

3. Optional Costs

Depending on your business model and location, you may incur additional optional costs. These are not mandatory for registration but may be required for operational or legal convenience.

• Virtual Registered Office Address: ₹1,000 – ₹5,000/year (if required)
• Stamp Paper (in states requiring manual stamping): ₹100 – ₹500
• Trademark Registration (per class): ₹4,500 – ₹9,000
• Bank Account Setup: Usually free via AGILE-PRO-S integrated banks

4. Estimated Total Cost of OPC Registration

To help you plan your budget effectively, the table below provides a clear estimate of the total cost involved in OPC registration, including mandatory government charges, professional fees, and optional add-ons.

Note: Table as for the authorised capital up to ₹15 lakh and basic virtual office setup.

One Person Company Registration Timeline

Registering a One Person Company (OPC) in India generally takes 7 to 14 working days, assuming that all documents are accurate and complete, and there are no objections raised by the Registrar of Companies (RoC).

Note: The timeline may vary based on the applicant’s preparedness and the processing speed of the MCA (Ministry of Corporate Affairs). Extending the timeline if documents are incomplete, the name is rejected, or MCA raises objections.

What May Delay the Registration Process?

Several factors can delay the incorporation process. These include:

• Incomplete or Incorrect Documentation
  Common issues include mismatched names, outdated address proof, or missing nominee consent (Form INC-3).
• Name Rejection by MCA
  If the proposed name is too generic, resembles an existing company or trademark, or includes prohibited terms, MCA may reject it, requiring resubmission.
• DSC or Professional Certification Delays
  Delay in issuing the DSC or delays from the certifying professional (CA/CS/CMA) in drafting or attesting forms.
• Technical Errors on the MCA Portal
  System glitches, DSC verification issues, or form submission failures can cause unexpected delays.
• Stamp Duty Discrepancies
  Certain states require manual intervention or clarification for stamp duty verification, adding time to processing.
• Multiple Resubmissions
  If MCA raises queries, each resubmission can add 2–4 working days, depending on RoC workload.

Practical Tips to Avoid Delays

• Ensure all KYC documents are recent (issued within the last 60 days).
• Verify nominee consent (Form INC-3) and identification before submission.
• Conduct a name availability and trademark check before filing Part A.
• Seek a professional for form filing, document drafting, and certification to reduce errors.
• Track your application on the MCA V3 portal and respond to RoC queries promptly.

Also Read : How To Get Director Identification (DIN) Number?

Post-Registration Compliance For OPC In India

Once a One Person Company (OPC) is incorporated, it must adhere to specific statutory, tax, and regulatory obligations under the Companies Act, 2013, Income Tax Act, and other applicable laws. While OPCs benefit from reduced compliance compared to private limited companies, failure to meet these obligations can result in penalties, disqualification of the director, or even company strike-off.

A. Mandatory Post-Incorporation Compliance

1. Commencement of Business
2.  
3. • Legal Requirement: Every OPC must file Form INC-20A, a declaration of commencement of business, with the Registrar of Companies (RoC) within 180 days of incorporation.
   • Proof Required: Proof of capital received in the company’s bank account.

Note: Delay in Form INC-20A can attract fines up to ₹50,000 (company) and ₹1,000/day (director).

2. Appointment of Auditor
3.  
4. • Legal Requirement: The Board must appoint a practising Chartered Accountant as the statutory auditor within 30 days of incorporation and file Form ADT-1 with the RoC.
   • Supporting Law: Section 139 of the Companies Act, 2013; Companies (Audit and Auditors) Rules, 2014
4. First Board Meeting
5.  
6. • Legal Requirement: The first Board Meeting must be held within 30 days of incorporation, and minutes must be recorded, even if there is only one director.
   • Supporting Law: Section 173 of the Companies Act, 2013

B. Annual Compliance Requirements

1. Financial Statement Filing (Form AOC-4)
   File the company's financial statements, including the Balance Sheet and Profit & Loss Account, using Form AOC-4.
   Due Date: Within 180 days from the end of the financial year.
2. Annual Return Filing (Form MGT-7A)
   Submit the OPC-specific Form MGT-7A instead of the standard annual return.
   Due Date: Within 60 days from the due date of the Annual General Meeting (AGM).
   Note: OPCs are exempt from holding an AGM, but annual return filing is still mandatory.
3. Income Tax Return (ITR-6)
   File the income tax return for the OPC using Form ITR-6, even if the company has no income.
   Due Date: On or before 31st October each year.
4. Statutory Audit
   Every OPC must get its books audited by a practising Chartered Accountant, regardless of turnover.
   Timeline: Annually, before filing financial statements.
5. DIR-3 KYC Filing
   If the director’s DIN was allotted on or before 31st March, file DIR-3 KYC to complete the director’s KYC.
   Due Date: 30th September of each year.

C. Additional/Conditional Compliances (If Applicable)

• GST Registration & Returns: Required if turnover exceeds ₹40 lakh (goods) / ₹20 lakh (services), or in case of inter-state supply.
• TDS Compliance: Mandatory if hiring staff or vendors subject to TDS provisions.
• ESIC/EPFO Filing: Applicable if employee count exceeds state-specific thresholds (typically 10 or more).
• Form INC-4: To update nominee details (in case of change).
• Form INC-22: For change of registered office.

• Form PAS-3: If new shares are allotted.

Conclusion

Registering a One Person Company (OPC) in India is more than a legal formality; it’s a strategic leap toward legitimacy, growth, and self-reliance for solo founders. With the removal of earlier thresholds on turnover and capital, OPCs now offer an empowering path for entrepreneurs who wish to scale freely while retaining full control. This guide has provided you with a clear understanding of eligibility, documentation, registration steps, fees, timelines, and compliance. Whether you're a freelancer, consultant, or solo innovator, the OPC structure combines the protection of limited liability with the simplicity of single ownership. However, timely compliance and accurate filings remain critical; professional guidance can make this journey smoother and legally sound. In essence, OPC registration isn’t just about starting a business; it’s about owning your vision with confidence and building a sustainable foundation for future success. With the right preparation, your one-person venture can grow into something much bigger.