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One Person Company Incorporation

Incorporation of One Person Company (OPC)

June 10, 2025 by Team Instabizfilings

Incorporation of One Person Company (OPC)

What is a One Person Company (OPC)?

 

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.

 

Legal framework & important 2021-2025 updates

 

  • 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.

 

Who can form an OPC?

 

  • 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.

 

Key advantages & limits 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).

 

High-level incorporation flow (SPICe+ current standard)

 

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.

 

Detailed step-by-step procedure

 

  1. Obtain Class-3 DSC for the proposed director & for the professional who will sign (CA/CS/CMA) — DSC is mandatory to sign SPICe+. Get DSC early to avoid delays.
  1. If the director does not have a DIN, DIN allotment is integrated into SPICe+ Part B. Provide KYC (PAN/Passport), address proof, photo.

  • Step 3 — Fill SPICe+ Part A (Name) & Part B (Incorporation)
  1. Part A: Name reservation choose company type = “OPC” and provide desired names.

  2. 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).

  • Step 4 — Documents to attach (scanned)

 

For member/director/nominee:

 

  1. PAN Card (Indian) / Passport (foreign)

  2. Aadhar Card (if available) or other address proofs (utility bill / bank statement not older than 2 months)

  3. Passport-size photograph

  4. Consent to act as director (INC-9 is auto)

  5. Nominee consent & declaration (signed) — very important

 

For Registered Office:

 

  1. Proof of ownership or rent agreement + NOC from owner + recent utility bill.

 

  • Step 5 — Sign & pay
  1. Apply DSC to sign SPICe+ & linked e-forms.

  2. Pay MCA fees (depends on authorised capital) and state stamp duty on MOA/AOA/Agreement (varies by state).

  • Step 6 — ROC review & Certificate of Incorporation (COI)
  1. 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.

 

Documents checklist

 

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.

 

Timeline

 

  • 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.

 

Costs & stamp duty (indicative)

 

  • 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.

 

Post-incorporation compliances (first 180 days & ongoing)

 

  • Immediate / First-month : Open bank account in company name (AGILE may help pre-populate bank KYC).
  • Within 30 days : Appointment of Auditor (file ADT-1 if applicable) auditor appointment rules apply to an OPC.
  • Within 60 days : Issue share certificate to subscriber (if applicable).
  • Within 180 days : INC-20A (Declaration for Commencement of Business) older rule required filing if company had paid-up capital; check current SPICe+ auto rules. (SPICe+ often integrates commencement formalities).
  • Annual / Ongoing : Annual financial statements prepare and get audited as required. File Form AOC-4 (financial statements) and Form MGT-7A (abridged annual return for OPC & small companies). OPCs file MGT-7A instead of MGT-7. Due dates are linked to the AGM timetable (OPCs are exempt from holding AGM a written resolution / “deemed AGM” logic applies).

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.

 

Conversion rules (OPC → Private/Public)

 

  • 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.)

 

Common mistakes & how to avoid them

 

  • 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.

 

Ready-to-use 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 

 

Conclusion

 

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.

 

Disclaimer

 

The information provided in this blog is purely for general informational purposes only. While every effort has been made to ensure the accuracy, reliability and completeness of the content presented, we make no representations or warranties of any kind, express or implied, for the same. 

 

We expressly disclaim any and all liability for any loss, damage or injury arising from or in connection with the use of or reliance on this information. This includes, but is not limited to, any direct, indirect, incidental, consequential or punitive damage.


Further, we reserve the right to make changes to the content at any time without prior notice. For specific advice tailored to your situation, we request you to get in touch with us.


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