One Person Company Registration
A One Person Company (OPC) lets a single founder run a private company with limited liability. You need one director, one member and a nominee who steps in if you die or cannot contract. We file the SPICe+ forms on the MCA V3 portal and get PAN and TAN issued with the incorporation certificate.
What it is
A One Person Company is a private company with only one member. Section 3(1)(c) of the Companies Act, 2013 allows one person to form it, and the memorandum must name a nominee who has given prior written consent. If the member dies or becomes unable to contract, the nominee becomes the member, so the company carries on.
The company is a separate legal person. It owns its assets and signs its own contracts, while your liability stays limited to the amount unpaid on your shares. The words “One Person Company” appear in brackets below its name wherever the name is printed.
Registration runs through SPICe+ (Form INC-32) on the MCA V3 portal, with the e-MoA (INC-33), e-AoA (INC-34) and AGILE-PRO-S. For a Faridabad or Gurugram registered office, the company falls under the Registrar of Companies at Chandigarh, which has handled Haryana since 16 February 2026.
Who it applies to
Run a company on your own
Consultants and software developers often work alone but still want limited liability and a company name on the invoice. You do not need a second shareholder.
Move up from a proprietorship
Picture a Faridabad machine-parts trader whose orders have grown large and mostly run on credit. One bad debtor could reach the family home. An OPC puts a company between the business and that home, and you remain the only owner.
Set it up from abroad as an NRI
Since 1 April 2021, any Indian citizen can form an OPC, whether resident in India or not. An engineer working in Dubai can now run a Gurugram software OPC with a parent as nominee. The rule now treats a person in India for 120 days or more in the previous financial year as resident, down from 182 days.
Why it matters
Keep your house out of business debts
A creditor of the company can recover only from the company’s assets. Your liability is limited to the unpaid amount on your shares, which is usually nil once you pay for them.
File less than a private company
An OPC holds no annual general meeting and need not prepare a cash flow statement. It files the shorter MGT-7A annual return. One board meeting in each half of the calendar year is enough.
Convert whenever an investor arrives
Since the Companies (Incorporation) Second Amendment Rules, 2021, an OPC can convert into a private or public company at any time, with no capital or turnover trigger and no two-year wait.
Documents required
From the member-director
- PAN card and Aadhaar
- Passport, for an NRI member
- Latest bank statement or utility bill as address proof
- Photograph, email ID and mobile number
- Digital Signature Certificate (we arrange it)
From the nominee
- PAN card and Aadhaar
- Address proof
- Signed consent in Form INC-3
For the registered office
- Utility bill not older than two months
- Rent agreement and rent receipt, if rented
- Owner’s no-objection letter with proof of ownership
How it works
Get the digital signature
The director signs the forms with a Class 3 DSC. If you have no DIN, it is allotted through SPICe+ itself.
Reserve the name in SPICe+ Part A
We check the MCA register and trademark records and propose names. If the ROC raises a defect, you get 15 days to re-submit.
File SPICe+ Part B with INC-33, INC-34 and AGILE-PRO-S
We draft the memorandum and articles, attach the nominee’s INC-3 consent and office proofs, and apply for PAN, TAN and GST in the same filing if you need it.
Receive the certificate of incorporation
The ROC issues the certificate with the CIN, PAN and TAN. In practice, the bank account is the next hold-up, so we line up the bank’s paperwork while the ROC is still processing.
Finish the first-month tasks
The board appoints the first auditor within 30 days, and you deposit share capital before filing INC-20A within 180 days.
OPC, private limited or proprietorship?
| Point | Proprietorship | OPC | Private limited |
|---|---|---|---|
| Owners | One person | One member plus a nominee | 2 to 200 members |
| Liability | Unlimited | Limited to unpaid share capital | Limited to unpaid share capital |
| Minimum directors | Not applicable | One | Two |
| Statutory audit | Only tax audit above limits | Every year | Every year |
| Annual return | None with ROC | MGT-7A | MGT-7 or MGT-7A |
| Raise equity | Not possible | Convert first | Yes |
If a co-founder or investor is likely within a year, a private limited company may save you a conversion later.
Timelines
Incorporation in about 7 to 15 working days
Most OPCs are incorporated within this window once documents and DSC are ready. Name objections or office-proof queries add time.
Auditor in 30 days, INC-20A in 180
Section 139(6) requires the first auditor within 30 days of incorporation. Section 10A requires the commencement declaration in INC-20A within 180 days.
AOC-4 by 27 September
An OPC files financial statements within 180 days of the year end, so 27 September. The annual compliance calendar for an OPC also includes MGT-7A and the income tax return.
What happens if you miss a filing
Lose the right to start business
Under Section 10A, the company cannot start business or borrow until the declaration is filed. Here is the catch: founders often forget it, because no notice reminds them. Continued default can lead the ROC to start strike-off.
Pay ₹100 a day on late annual forms
Late AOC-4 and MGT-7A carry an additional fee of ₹100 per day each, with no cap. The CCFS-2026 relief scheme has ended, so the full fee applies again.
Risk a five-year director ban
Under Section 164(2)(a), not filing financial statements or annual returns for three continuing years disqualifies the director for five years. Section 446B halves most penalties for OPCs, but not the fees.
Frequently asked questions
Who can register a One Person Company?
Any natural person who is an Indian citizen can register an OPC, whether resident in India or not, after the 2021 amendment to Rule 3 of the Companies (Incorporation) Rules, 2014. A minor cannot be a member or nominee. A person can be the member of only one OPC and the nominee of only one OPC. Companies and LLPs cannot form an OPC. If you meet these tests, we can usually start the filing the same week.
What does the nominee do in an OPC?
The nominee becomes the member if the sole member dies or becomes unable to contract, so the company does not stop. The nominee gives written consent in Form INC-3, filed with the incorporation forms. The nominee has no shares or powers while you are alive and able. You can change the nominee later through Form INC-4. Most founders choose a close family member.
Can an NRI form a One Person Company?
Yes, an NRI who is an Indian citizen can form an OPC since 1 April 2021. Before that, only Indian citizens resident in India could, and residence meant 182 days in the previous year, now reduced to 120 days. The NRI needs a DSC, passport and overseas address proof. Foreign nationals who are not Indian citizens cannot form an OPC. We handle the paperwork remotely for NRI founders.
How much capital do I need to start an OPC?
There is no minimum paid-up capital for an OPC. You choose the authorised and paid-up capital, and many founders start with ₹1 lakh or less. The SPICe+ filing fee is nil for authorised capital up to ₹15 lakh, though stamp duty on the MoA and AoA depends on the state. You must deposit the subscribed capital before filing INC-20A. We suggest a figure that suits your plans.
Is an audit compulsory for a One Person Company?
Yes, every OPC needs a statutory audit by a chartered accountant every year, whatever its turnover. The first auditor is appointed by the board within 30 days of incorporation under Section 139(6). The audited accounts are filed in AOC-4 within 180 days of the year end, which is 27 September. A tax audit is separate and applies only above the Section 44AB limits. We coordinate both so the dates do not clash.
Does an OPC have to convert when its turnover grows?
No, there is no forced conversion any more. Until March 2021, an OPC had to convert once paid-up capital crossed ₹50 lakh or turnover crossed ₹2 crore. The Companies (Incorporation) Second Amendment Rules, 2021 removed both limits from 1 April 2021. You can still convert voluntarily at any time, for example when an investor wants shares. We plan the conversion when your business actually needs it.
Can an OPC run any business?
An OPC can run most businesses, but not every kind. Rule 3 does not allow an OPC to be a Section 8 (charitable) company or to carry on non-banking financial investment activities, including investing in securities of other bodies corporate. Regulated trades still need their own licences, such as FSSAI for food. For ordinary consulting or trading work, an OPC fits well.
How is an OPC taxed?
An OPC is taxed as a company, not at your personal slab rates. For FY 2025-26 it can opt for the concessional 22% rate, which works out to about 25.17% with surcharge and cess, and it files ITR-6. Your salary or dividend from the company is taxed separately in your own return. For AY 2026-27, the company’s return is due by 21 November 2026 after the CBDT extension. We help you choose between salary and dividend.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Government charges include ₹1,000 for name reservation, a nil SPICe+ filing fee for authorised capital up to ₹15 lakh, and state stamp duty on the MoA and AoA. PAN and TAN carry no separate fee. The DSC is priced by the certifying authority.
Ready to begin?
Share your PAN, Aadhaar, nominee details and office proof, and we will start your OPC’s SPICe+ filing.