One Person Company Registration

What is a One Person Company (OPC)?

A One Person Company (OPC) is a company with a single natural person as its member introduced by the Companies Act, 2013 to give solo entrepreneurs the benefits of a company (separate legal identity and limited liability) while keeping governance simple. An OPC must nominate a nominee who will take over the company in case of the sole member’s death or incapacity.

Why choose an OPC? (Top benefits)

• Limited liability : personal assets protected beyond shareholding.

• Separate legal entity : contract, own property and sue/be sued in corporate name.

• Single owner control : ideal for solo founders and freelancers who want corporate status.

• Simplified compliance :  compared with multi-member private companies (special annual return form MGT-7A for OPCs, simplified AGM rules in some cases).

Key legal updates you must know (2021 → 2025)

• The Companies (Incorporation) Second Amendment Rules, 2021 relaxed earlier restrictions (including automatic conversion thresholds and residency rules) so OPCs have more flexibility; NRIs can also incorporate OPCs subject to the updated residency criteria. Practitioners widely reference this amendment as the basis for current OPC practice.

• SPICe+ (web-based incorporation form) is now the standard route for incorporation; it integrates name approval, DIN allotment, PAN/TAN and linked registrations (like EPFO/ESIC/GST via AGILE-PRO-S). Use SPICe+ Part A for name reservation and Part B (with linked e-forms) to complete incorporation.

Eligibility: who can incorporate an OPC?

• Member: A single natural person (Indian resident or qualified NRI as per MCA rules) a person cannot hold more than one OPC as the sole member or be a nominee in more than one OPC. Minors cannot be members/nominees.

• Directors: Minimum 1 director (can be the sole member) at least one director must be resident in India (residency threshold updated by MCA amendments; check current notification text when filing).

Pre-registration checks & name strategy

• Trademark check : search TM registry and common-law marks to avoid conflicts.

• Domain availability : secure domain (important for branding and investor confidence).

• MCA name rules : avoid restricted words (use SPICe+ Part A for reservation). RUN service is mainly for name changes now; SPICe+ Part A is used for fresh incorporations.

Step-by-step: How to register an OPC (SPICe+ flow)

• Step 1 — Get Digital Signature Certificate (DSC)

1. All signatories (proposed director and the professional filing documents) need Class-3 DSC to sign e-forms. Get these early to avoid delays.

• Step 2 — DIN (if required)

1. If the director doesn't have a DIN, DIN allotment is integrated into SPICe+ Part B — provide KYC documents (PAN Card/passport, address proof).

• Step 3 — Name reservation (SPICe+ Part A)

1. Propose up to two names (follow naming guidelines); on approval the name is reserved for the stated validity period and you proceed to Part B. (SPICe+ now centralizes name approval for new incorporations.)

• Step 4 — Fill SPICe+ Part B + linked e-forms

1. SPICe+ Part B: incorporation details (capital, registered office, subscribers, nominee).

2. e-MOA (INC-33) and e-AOA (INC-34): prepare and attach the company’s MOA & AOA electronically.

3. INC-9: declaration & consent to act as director (auto integrated).

4. AGILE-PRO-S (INC-35) (optional but recommended): request PAN, TAN, EPFO/ESIC, Profession Tax, Shops & Establishment and option for GST and bank account pre-KYC during incorporation.

• Step 5 — Attach documents & pay fees

1. Attach ID/address proofs, photo, registered office proof (ownership or rent + NOC + utility bill), nominee consent, and the signed MOA/AOA. Pay ROC fees (depend on authorised capital) and applicable stamp duty (state dependent).

• Step 6 — ROC scrutiny & Certificate of Incorporation (COI)

1. ROC reviews the submission. On approval, you’ll receive COI (with CIN); PAN & TAN can be generated via the AGILE/Part B workflow if selected. Save COI — it is legal proof of incorporation.

Documents checklist

For member/director/nominee

• PAN (Indian) / Passport (foreign national)

• Aadhar Card (if applicable) or alternate address proof (utility bill, bank statement)

• Passport-size photograph

• Nominee consent & consent to act as nominee (signed)

For registered office

• Ownership deed OR rent agreement + NOC from owner + latest utility bill (≤2 months)

Company documents

• e-MOA (INC-33) & e-AOA (INC-34) or conventional MOA/AOA scanned

• Professional’s declaration & DSC signatures

• Any power of attorney if an agent files on behalf of the member.

Fees, stamp duty & estimated cost (indicative)

• MCA/ROC fees: depend on authorised capital slab check MCA fee schedule at filing time.

• Stamp duty: payable on MOA/AOA as per state law (varies widely).

• DSC cost: ~₹800–₹1,500 per DSC (varies by vendor & validity).

• Professional fees: ₹5,000–₹25,000 (depends on scope).

• AGILE/linked services: no separate govt fee for PAN/TAN; professional charges may apply.

Timeline

• DSC issuance: 1–2 working days (if eKYC available).

• Name reservation (Part A): 1–3 working days (often faster).

• SPICe+ submission → COI issuance: typically 3–10 working days if documents are correct; real-world range ~5–15 working days depending on ROC workload and queries.

Post-incorporation

• Immediate : Open a company bank account (AGILE can help pre-populate bank KYC).
• Within 30 days : Hold the first board meeting and appoint an auditor (where applicable).
• Within 60 days : Issue share certificate to subscriber(s).
• Within 180 days : File INC-20A (Declaration for Commencement of Business) or follow SPICe+ auto-generated commencement rules check current MCA practice.
• Annual : File AOC-4 (financial statements) and MGT-7A (annual return for OPCs / small companies). OPCs have simplified the return form MGT-7A. Maintain books, hold required meetings and statutory registers.

Conversion rules (OPC → Private/Public)

• The 2021 amendments removed the earlier rigid automatic conversion thresholds (paid-up capital or turnover) — now OPCs have more flexibility and voluntary conversion mechanisms. Because this area is sensitive, verify the exact present wording on MCA at the time you publish/advise — the change that removed mandatory conversion is widely referenced in practitioner guides.

Common pitfalls & how to avoid them

• Mismatched KYC data (name, PAN, Aadhar) : double-check spellings & formats before filing.

• Poor name search : run trademark, MCA and domain checks before reserving a name.

• Incomplete office proof / no NOC : ensure current utility bills and valid NOC from landlord.

• Delay in nominee documentation : nominee consent is mandatory; missing it causes rejection.

Ready-to-use checklists

Pre-filing checklist

• DSC for director & professional 

• PAN / Aadhar / Passport scans 

• Registered office proof + NOC 

• Nominee consent form signed 

• Proposed names + trademark/domain checks 

At filing

• SPICe+ Part A/B completed 

• INC-33 / INC-34 attached 

• Payment of ROC fees & state stamp duty 

Post-filing

• Open bank account 

• File INC-20A / complete commencement formalities 

• Maintain statutory registers and file AOC-4 / MGT-7A annually 

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.

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