A One Person Company (OPC) is a corporate vehicle created under the Companies Act, 2013 that allows one natural person to form a company with limited liability and a separate legal identity. An OPC combines the simplicity and control of a sole proprietorship with the protective features of a company the sole member holds all ownership rights, and must nominate a nominee who will take over in case of death/incapacity.
Governing law: Companies Act, 2013 and the Companies (Incorporation) Rules (as amended).
Key update (2021): The Companies (Incorporation) Second Amendment Rules, 2021 changed several OPC rules most notably easing residency rules, permitting NRIs to incorporate, and changing the earlier mandatory conversion regime (see below). These amendments remain the foundation for current OPC rules.
Natural person (Indian citizen) is eligible to incorporate an OPC. NRIs are allowed to incorporate subject to revised residency rules introduced by MCA.
Nominee: Mandatory the sole member must appoint a nominee (a natural person or Indian resident) who will take over in case of member’s death/incapacity.
One OPC per person: A person cannot incorporate more than one OPC, and cannot be a nominee for more than one OPC.
Minor: A minor cannot become a member or nominee of an OPC.
Advantages
Single founder can enjoy limited liability and a separate legal personality.
Easier decision-making and simpler governance than multi-member companies.
OPCs benefit from simplified compliance (special filings like MGT-7A for annual return).
Limits / Restrictions
An OPC cannot be formed as/convert into a Section 8 company(charitable/non-profit) .
Historically there were thresholds (paid-up capital / turnover) that triggered mandatory conversion; the 2021 amendments relaxed/removed many of those rigidities. However because guidance changed over time always verifies the current trigger/mandatory-conversion position on MCA before action. (I cite the 2021 amendments and recent practice notes below).
Since 2020 MCA requires web-based incorporation using SPICe+ (SPICe Plus / web form) with linked services (PAN/TAN, e-MOA/ e-AOA, AGILE/PRO-S for EPFO/ESIC/GST options). The same SPICe+ flow is used for OPC incorporation.
Stepwise summary (detailed below):
Obtain DSC for director(s) & professional signatory
Reserve name (SPICe+ Part A or RUN if preferred)
Prepare documents (MOA/AOA / subscriber declaration / nominee consent)
Fill SPICe+ Part B + linked e-forms (INC-33, INC-34, INC-9 auto-declaration, AGILE-PRO-S etc.)
Attach documents, affix DSCs, pay fees & stamp duty (state dependent)
ROC scrutiny → Certificate of Incorporation (COI) with CIN; PAN/TAN usually linked via AGILE if opted.
If the director does not have a DIN, DIN allotment is integrated into SPICe+ Part B. Provide KYC (PAN/Passport), address proof, photo.
Part A: Name reservation choose company type = “OPC” and provide desired names.
Part B: Incorporation information registered office, capital, subscriber & nominee details, DIN details, attachments. INC-33/INC-34 (e-MOA/e-AOA) and INC-9 (declaration) are linked/auto-populated. You may choose AGILE-PRO-S for a simultaneous application for PAN, TAN, EPFO, ESIC and Bank account pre-information and GST (if applicable).
For member/director/nominee:
Aadhar Card (if available) or other address proofs (utility bill / bank statement not older than 2 months)
Passport-size photograph
Consent to act as director (INC-9 is auto)
Nominee consent & declaration (signed) — very important
For Registered Office:
Proof of ownership or rent agreement + NOC from owner + recent utility bill.
Apply DSC to sign SPICe+ & linked e-forms.
Pay MCA fees (depends on authorised capital) and state stamp duty on MOA/AOA/Agreement (varies by state).
ROC examines submission; if approved, ROC issues COI (with CIN). If AGILE was selected, PAN/TAN /EPFO/ESIC references are usually generated via linked flows. Keep COI safe it’s the proof of company formation.
Director / Member / Nominee
PAN / Passport (foreigners)
Aadhar or alternate address proof
Photo (passport size)
Consent letter / INC-9 (auto)
Nominee consent & declaration
Company
e-MOA (INC-33) & e-AOA (INC-34) or scanned traditional MOA/AOA where subscriber signs abroad
Registered office proof (electricity bill < 2 months / rent + NOC / ownership deed)
Board resolution / power of attorney (if a professional files)
Digital signatures of director & professional.
DSC: 1–2 working days (Aadhar eKYC available)
Name reservation (Part A / RUN): 1–3 working days (often faster)
SPICe+ filing → COI issuance: typically 3–10 working days if documents are correct; ROC queries can extend timeline. Real world: ~5–15 working days.
MCA filing fees: depend on authorised capital slab (check MCA fee schedule at filing time).
DSC: ~ ₹800–₹1,500 per DSC (varies by provider & validity).
Professional fees (CA/CS/firm): variable commonly ₹5,000–₹20,000 depending on scope.
Stamp duty: on MOA/AOA/Agreement state dependent (can range from a few hundred to several thousand).
AGILE linked services: no separate govt fee for PAN/TAN; professional charge may apply.
Note: MCA has in 2024–25 and later clarified additional documentary requirements for MGT-7A (photographic evidence etc.) — check ROC / MCA notices for the latest document list when filing.
Earlier position: OPCs were subject to mandatory conversion if their paid-up capital or turnover exceeded certain thresholds (examples frequently cited: paid-up capital > ₹50 lakh or turnover > ₹2 crore).
2021 amendment: The Companies (Incorporation) Second Amendment Rules, 2021 relaxed and redrafted many OPC rules including easing residency requirements and revising conversion rules. That amendment removed certain rigid mandatory conversion provisions and allowed greater flexibility (and permitted NRIs to incorporate subject to residency redefinition). Because notification language and subsequent clarifications evolved, you should verify the exact position on mandatory conversion for the year you file; many current practitioner guides treat OPCs as freer from automatic conversion than earlier rules indicated.
(If you want, I can check the exact current trigger/mandatory conversion wording on the MCA site and include a precise, quoted line here — I recommend that for a publishable article because conversion is a high-stakes point.)
Mismatch of KYC info : Aadhar/PAN/Passport names must match exactly across forms. Double-check spellings.
Weak name search : a trademark or existing company could object. Do trademark + domain + MCA name search prior to reservation.
Incomplete office proof / missing NOC : ensure utility bills are current and NOC properly signed & scanned.
Delay in filing LLP/OPC-specific linked forms : INC-9, INC-33/34, AGILE attachments must be in correct format. Use SPICe+ checklists.
Pre-filing
DSC for director & professional
PAN / Aadhar / Passport scans
Registered office proof + NOC
Proposed names (3) + trademark/domain check
At filing
SPICe+ Part A/B filled
e-MOA (INC-33) & e-AOA (INC-34) attached
Nominee consent & declaration attached
Payment of MCA fees & state stamp duty
Post-filing
Bank account opened
Auditor appointed & INC-20A / commencement declared (if applicable)
Keep COI, PAN & TAN safe
Establishing a One Person Company is wise for individual entrepreneurs and small business owners seeking to secure limited liability, enhance their legal standing, and facilitate smoother business operations. With the simpler SPICe+ form and the Ministry of Corporate Affairs functioning digitally, registering an OPC has become considerably faster and more seamless. However, it is essential to adhere to annual submission requirements and regulations post-incorporation to avoid penalties.
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