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Incorporation of One Person Company (OPC)

June 10, 2025 by Team Instabizfilings

Incorporation of One Person Company (OPC)

Introduction

 

India introduced the concept of a One Person Company (OPC) in the Companies Act, 2013, to help individual entrepreneurs form a company with limited risk and the freedom to work. At one time, starting a new company required more than one person to do so. After introducing OPC, the Indian government made its corporate law match international standards, so a person now has the option to be the only promoter in a private limited company.

 

Legal Framework for OPC Incorporation

 

  • Governing Law: Under the Companies Act, 2013

  • Relevant Rules: Companies (Incorporation) Rules, Year 2014

  • Applicable Form for Registration: Registration is best done using SPICe+ which is the new electronic form created by the government.

  • Regulatory Authority: In this case, the Ministry of Corporate Affairs oversees the regulatory authority.

 

Key Features of One Person Company

 

  • Single Shareholder

  • Limited Liability Protection

  • Separate Legal Entity

  • Perpetual Succession

  • No Minimum Paid-up Capital Requirement

  • Compulsory Nominee Appointment

  • Cannot carry out Non-Banking Financial Investment Activities

 

Eligibility Criteria to Incorporate an OPC

 

Criteria

Details

Minimum Capital

No minimum capital requirement

Minimum and Maximum Members

Only one member (natural person, Indian citizen & resident)

Nominee

Mandatory – one nominee must be appointed

Director

There must be at least one director (and this can be the same as the membership director)

Legal Status

Private Company

 

Note: A person can incorporate only one OPC at a time and cannot be a nominee in more than one OPC.

 

Step-by-Step Process for Incorporating an OPC

 

  1. Required for the proposed director and nominee
  2. A Certifying Authority (CA) in India issues them.
  3. Documents: PAN Card, Aadhar Card, photo, email, mobile, address proof
  • Step 2:
  1. Can be applied along with SPICe+ form
  2. Not needed separately if applying for incorporation through SPICe+
  • Step 3: Reserve Company Name (SPICe+ Part A)
  1. Apply through SPICe+ Part A
  2. Two name options can be proposed
  3. Name needs to be distinctive and have to conclude with "(OPC) Private Limited"
  • Step 4: Fill and Submit SPICe+ Part B

SPICe+ Part B covers all company registration details, including:

  1. Registered office address
  2. Capital structure
  3. Details of the director and nominee
  4. Object of the company
  • Step 5: File MOA & AOA
  1. MOA (Memorandum of Association): The MOA of any company unveils the main goals of the company.
  2. AOA (Articles of Association): specifies the way in which the organisation is going to operate
  • Step 6: File AGILE-PRO-S Form
  1. GST Registration (optional)
  2. EPFO & ESIC registration
  3. Bank Account Opening
  4. Professional Tax Registration (if applicable)
  5. Shops and Establishment License (if applicable)
  • Step 7: Upload and Submit Forms
  1. All forms must be digitally signed using DSC
  2. Uploaded on the MCA portal
  1. Once all needs for documents are met, MCA will issue the Certificate of Incorporation.
  2. Contains details related to the CIN, PAN and TAN

 

Documents Required for OPC Registration

 

  • From the Director and Nominee:
  1. PAN Card

  2. Aadhar Card

  3. Address proof (Bank statement, Utility bill)

  4. Passport-size photo

  5. Email ID and mobile number

  • For Registered Office:
  1. Official documents (a utility bill, not older than 2 months)

  2. NOC document signed by the owner

  3. Rent Agreement/Ownership paper

  • For Company:
  1. MOA & AOA

  2. Declaration by the subscriber and nominee

  3. Consent of nominee in Form INC-3

 

Timeline for OPC Incorporation

 

Stage

Timeframe

DSC & DIN

1–2 working days

Name Reservation

2–3 working days

Filing Forms & Verification

3–5 working days

COI Issuance

5–7 working days total

 

Post-Incorporation Compliance for OPC

 

After incorporation, the OPC must bear in mind the compliance requirements it must meet.

 

  1. Ecclesiastical leaders and council members should maintain the Books of Accounts.

  2. You have 30 days after incorporation to select your auditor.

  3. Annual return filing is done using Form MGT-7A

  4. Submission of Financial Statements (using Form AOC-4)

  5. Filing out the tax return is a necessary process

  6. Conduct Board Meetings

    • At least one board meeting should take place each six months.

    • No meeting should be held within the previous 90 days of another.

 

Benefits of Incorporating an OPC

 

  • Limited liability to the owner

  • Complete control over decision-making

  • Less compliance than a private limited company

  • Better credibility compared to a sole proprietorship

  • The opportunity to borrow through venture capital or from a bank

 

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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