One Person Company Registration Documents – A Complete Guide

Turning your business idea into a legally recognised company is an exciting milestone, especially when you're doing it alone. The One-Person Company (OPC) model, introduced under the Companies Act, 2013, empowers individual founders to enjoy the legal identity and credibility of a private limited company without the need for multiple shareholders. It’s the perfect bridge between sole proprietorship and structured incorporation. Yet, amid the optimism of starting up, many first-time applicants overlook a critical foundation: proper documentation. Submitting inaccurate, incomplete, or outdated documents not only leads to delays but can also result in outright rejection by the Ministry of Corporate Affairs (MCA).

This guide is designed to make the documentation process for OPC registration in 2025 clear, compliant, and stress-free. Whether you're a startup founder, freelancer, or consultant, understanding what documents are needed and why is key to a smooth and legally sound incorporation journey.

What This Blog Covers:

• What is a One Person Company (OPC)?
• Why documentation matters for legal compliance
• Complete categorised list of required documents
• Significance of each document in the MCA process
• Common errors and how to avoid them?

What Is A One Person Company (OPC)?

A One Person Company (OPC) is a legally recognized business entity introduced under Section 2(62) of the Companies Act, 2013. It allows a single individual to incorporate a company with both limited liability and a separate legal identity, functioning as both the sole shareholder and the sole director (with a mandatory nominee). OPCs are tailored for solo entrepreneurs, freelancers, and early-stage founders who want to operate under a corporate structure without the complexity of multiple shareholders or partners.

Key Features of OPC:

• Requires only one shareholder and one director (the same individual may hold both roles).
• Offers a separate legal identity from the promoter.
• Limits liability to the extent of the subscribed share capital.
• Provides simplified compliance compared to Private Limited Companies.
• Can be converted into a Private Limited Company as the business scales.

Legal Provisions:

• Section 2(62), Companies Act, 2013
• Rule 3, Companies (Incorporation) Rules, 2014

Importance Of Proper Documentation For OPC Registration

Registering a One Person Company (OPC) is a structured legal process under the Companies Act, 2013, and overseen by the Ministry of Corporate Affairs (MCA). Accurate and complete documentation is essential, not only for legal validity but also for timely approval, regulatory compliance, and long-term operational success.

Why Documents Matter for Legal and Timely Registration?

The documents submitted at the time of incorporation serve as the legal foundation of the OPC.

• Authenticate the identity and address of the sole member, nominee, and registered office.
• Define the internal governance structure through the Memorandum and Articles of Association.
• Enable smooth verification and approval by the Registrar of Companies (RoC), ensuring faster incorporation.

Consequences of Incorrect or Incomplete Documentation

• Application Rejection: RoC may reject or seek resubmission, causing delays.
• Legal Penalties: False or forged declarations may attract penalties under Sections 448 and 449 of the Companies Act.
• Delayed Incorporation: Missing or mismatched documents result in prolonged processing.
• Future Compliance Challenges: Errors may affect future filings, audits, or legal disputes.

Ensuring Compliance with MCA Regulations

To avoid delays or legal issues:

• Use only prescribed forms (e.g., DIR-2, INC-3, INC-9) in the MCA-approved format.
• Ensure all documents are digitally signed using a valid Class 3 DSC.
• Maintain consistency in identity and address details across PAN, Aadhaar, and forms.
• Submit updated address proofs (utility bills must not be older than 60 days).
• Appoint a nominee correctly with complete and verifiable supporting documents.

Complete List Of Documents Required For OPC Registration

Registering a One-Person Company (OPC) under the Companies Act, 2013, involves a formal legal process governed by the Ministry of Corporate Affairs (MCA). Each document submitted plays a vital role in verifying the promoter's identity, legalizing the registered office, authenticating governance, and ensuring that the incorporation complies with Indian corporate laws.

This section categorises and explains each document required for OPC registration, highlighting its legal significance, format requirements, and compliance obligations.

1. Identity and Address Proof of the Director/Member

• PAN Card of the Director
• • Purpose: Acts as the primary identity document for the director.
  • Legal Basis: Required under Rule 16 of the Companies (Incorporation) Rules, 2014, and the Income Tax Act, 1961.
  • Significance: Used for DIN application, tax compliance, and SPICe+ Part B verification.
  • Format: PDF/JPEG (must match the MCA form data precisely).
• Aadhaar Card of the Director
• • Purpose: Provides proof of residence and links with the Digital Signature Certificate (DSC).
  • Significance: Required for eKYC, address verification, and Aadhaar-linked OTP verification during DSC application.
  • Format: PDF/JPEG (front and back).
• For Non-Resident Indian (NRI) Directors
• • Requirements:
  • • Valid passport (notarised and apostilled/consularised).
    • Overseas address proof (e.g., utility bill, bank statement).
    • PAN is mandatory before applying for DIN.
  • Legal Note: As per the MCA’s 2021 amendment, NRIs can incorporate an OPC provided they have stayed in India for at least 120 days in the previous financial year.

2. Proof of Registered Office Address

• Utility Bill
• • Accepted Documents: Electricity, water, landline telephone, or piped gas bill.
  • Validity: Must be recent (not older than 60 days).
  • Use: Serves as primary proof of the business location.
• Ownership Proof or Rent Agreement
• • Owned Premises: Property tax receipt or sale deed in the name of the applicant or company.
  • Rented Premises: Registered rent/lease agreement. If executed before incorporation, the company’s name must be mentioned explicitly.
• No Objection Certificate (NOC) from Owner
• • Requirement: Required if the office is rented/shared.
  • Content: Must mention the owner's name, the company’s proposed name, and consent to use the premises as the registered office.
  • Legal Significance: MCA mandates this as proof of lawful occupancy.

Note: Mobile bills, credit card statements, or temporary arrangements are not accepted as proof by the MCA.

3. Digital Signature Certificate (DSC)

• What Is DSC?
• • A secure digital key issued under the Information Technology Act, 2000, by a licensed Certifying Authority (e.g., eMudhra, NIC, NSDL).
  • All incorporation-related documents are required to be e-signed on the MCA portal.
• Who Needs It?
• • Sole director/shareholder (mandatory).
  • Nominee (if filing documents digitally on their behalf).
• Type Required
• • Class 3 DSC is mandatory (Class 2 is discontinued as per MCA’s 2021 notification).
• Documents Needed for DSC Application
• • PAN, Aadhaar, passport-size photograph, email ID, and mobile number linked with Aadhaar.
  • For NRIs: Passport, foreign address proof, notarised and apostilled documents.
• Significance
• • Used in SPICe+ Part A & B, INC-3, INC-9, AGILE-PRO-S, MOA & AOA.

4. Director Identification Number (DIN)

• What Is DIN?
• • A DIN is a unique 8-digit number allotted by the MCA to any individual intending to become a director.
• Legal Basis
• • Mandated under Section 153 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
• How It’s Obtained?
• • For OPCs, DIN is generally allotted automatically during SPICe+ Part B submission (no need for a separate DIR-3 form).
  • DIN becomes part of the director’s permanent MCA profile.
• Documents Required
• • PAN, Aadhaar, passport (for NRIs), address proof (recent), DSC, passport-size photo.
• Post-Allotment Compliance
• • DIN holders must file DIR-3 KYC annually to avoid deactivation.

5. Director’s Consent (Form DIR-2)

• What Is Director’s Consent?
• • A written consent given by the proposed director confirming their willingness to act as a director.
• Legal Basis
• • Required under Section 152(5) of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
• Contents
• • Director’s name, address, DIN (if allotted), company name, date of appointment, and disqualification declaration under Section 164 in The Companies Act, 2013.
• Format and Filing
• • DIR-2 is not filed separately but is uploaded with the SPICe+ Part B.
  • Must be digitally signed or wet-signed and scanned clearly.
• Significance
• • Establishes the director’s informed consent and legal standing.

6. Directors’ Declaration (Form INC-9)

• What Is a Director’s Declaration?
• • A self-declaration by the subscriber(s) and director(s) confirming:
  • • Authenticity of information submitted
    • Absence of criminal convictions or insolvency
• Legal Basis
• • Section 7(1)(c) in The Companies Act, 2013 and Rule 15 of the Companies (Incorporation) Rules, 2014.
• Filing Method
• • For Indian Residents
  • • Auto-generated and submitted as a PDF declaration.
    • Signed using the director's DSC.
  • For Foreign Nationals
  • • Requires notarisation and apostille/legalisation (if not covered by the Hague Convention).
• Significance
• • Legally binds the director and subscriber to the integrity of the incorporation process.

7. Nominee Consent Form (Form INC-3)

• Purpose
• • As per Section 3(1) in The Companies Act, 2013, an OPC must have a nominee who assumes control in case of the sole member’s death or incapacity.
• Legal Basis
• • Rule 4(2) of the Companies (Incorporation) Rules, 2014.
• Eligibility
• • The nominee must be:
  • • A natural person
    • Indian citizen and resident (≥120 days stay in India in the previous financial year)
    • Not a member/nominee in another OPC
• Contents of INC-3
• • Consent declaration, nominee’s name, address, identity proof, and signature (digitally signed if applicable).
• Submission
• • Attached with SPICe+ Part B.
• Legal Impact
• • Acceptance by the nominee is mandatory for incorporation. Withdrawal or change post-incorporation must be made via Form INC-4.

8. Memorandum of Association (MOA) & Articles of Association (AOA)

• What Are MOA & AOA?
• • MOA: Defines the company’s name, object, liability, capital, and subscriber clauses.
  • AOA: Regulates internal governance, director powers, nominee role, meetings, and statutory records.
• Legal Basis
• • Governed under Sections 4 & 5 of the Companies Act, 2013 and Section 13 of the Companies (Incorporation) Rules, 2014
• Filing Format
• • eMoA (INC-33) and eAoA (INC-34) submitted electronically with SPICe+.
• Significance
• • These documents constitute the company’s legal constitution and must be carefully drafted to align with the proposed business and MCA rules.
• Common MOA Clauses
• • Name clause, registered office clause, object clause, liability clause, capital clause, subscriber clause.
• Common AOA Provisions for OPCs
• • Appointment and duties of sole director, nominee succession, single-member decision-making rules, and share issuance policies.

Common Mistakes To Avoid While Submitting OPC Registration Documents

Despite the streamlined SPICe+ process introduced by the Ministry of Corporate Affairs (MCA), many One Person Company (OPC) registration applications are delayed or rejected due to documentation errors. Ensuring accuracy and compliance is vital for timely incorporation and adherence to the Companies Act, 2013.

1. Name Mismatch Across Documents
   Discrepancies in the director’s name across PAN, Aadhaar, DSC, and SPICe+ forms can lead to rejections. All records must reflect identical spellings, initials, and order.
2. Outdated Address Proofs
   Submitting utility bills or bank statements older than 60 days renders the proof invalid. Always use recent documents with clear address and name details.
3. Low-Quality Document Scans
   Blurred or unclear uploads, particularly for PAN or Aadhaar, hinder identity verification. Submit high-resolution, legible PDFs only.
4. Invalid or Expired DSC
   Using a deprecated or expired DSC prevents filing. Use an active Class 3 DSC issued by a licensed Certifying Authority with matching identity credentials.
5. Inactive DIN Due to KYC Non-Compliance
   A deactivated DIN results in director disqualification. Ensure DIR-3 KYC is completed before incorporation.
6. Capital Mismatch Between MOA and SPICe+
   Inconsistencies in authorised capital across incorporation documents create legal confusion. Reconcile capital details before submission.
7. Missing Supporting Documents
   Failure to attach PAN, Aadhaar, consent forms, or address proof results in rejection. Always follow a pre-filing checklist.

Conclusion

Registering a One Person Company (OPC) is more than a procedural formality; it’s a foundational step toward building a credible and compliant business. Proper documentation forms the legal core of this process, ensuring that your identity, structure, and intent are clearly and lawfully established under MCA norms. From PAN and Aadhaar to DIR-2, INC-3, INC-9, eMOA, and eAOA, each document plays a crucial role in securing timely approval and protecting your venture against future legal or operational risks.

By staying aligned with the latest MCA requirements and avoiding common errors like mismatched names or expired address proofs, applicants can prevent unnecessary delays and rejections. Meticulous documentation is not just about compliance; it’s about setting your entrepreneurial journey on a strong, confident, and legally sound footing. With the right preparation, registering your OPC becomes a smooth and empowering start to something bigger.