How to Register a One-Person Company (OPC) in India – A Complete Guide

Starting something new is a bold and exciting decision. It becomes even more special when you start your own company, especially if you are a solo entrepreneur in India, and selecting the right legal structure is essential. One of the best and most flexible business options for solo founders is the One Person Company (OPC).

Thanks to the Indian Government’s focus on “Ease of Doing Business “, the process of OPC registration in India has become fast, affordable, and entirely online via the SPICe+ Portal under the Ministry of Corporate Affairs (MCA).

This blog explains step–by-step how to register an OPC, including eligibility, benefits, required documents, costs, post-incorporation compliance, and more. Let’s dive in.

What is a One Person Company (OPC)?

A One Person Company (OPC) is a type of private company introduced under the Companies Act, 2013. It allows a single individual to start and manage a company while enjoying the benefits of limited liability and a separate legal identity

This means the business is recognized as a legal entity distinct from its owner – it can own property, sign contracts, sue, and be sued – all in its name.

OPC is ideal for freelancers, consultants, digital entrepreneurs, and small business owners who want to protect their assets while scaling their operations professionally.

Why choose an OPC for your Business?   

Choosing an OPC allows single founders to enjoy corporate recognition, tax benefits, and easier funding opportunities, It’s one of the simplest and most efficient ways to formalize your business in India. Let’s explore this further.

1. Limited Liability Protection 

One of the core advantages of incorporating a one-person company is the limited liability protection it offers to its sole owners. In OPC, the owner’s assets – such as personal savings, property, or other valuables remain safeguarded against any losses, debts, or legal liabilities incurred by the business. 

The liability of the owner is confined only to the extent of the capital contribution made to the business. This means that in case of financial difficulties or lawsuits, creditors can claim only the business assets, not the owner’s personal property. 

This structure provides essential peace of mind for solo entrepreneurs looking to grow their business without putting their wealth at risk.

2. Separate Legal Entity

 An OPC is recognized as a distinct legal entity, independent of its owner. This legal status allows the company to own property, enter into contracts, open bank accounts, and initiate or face legal proceedings in its name. 

The personnel and business affairs of the owner remain separate, ensuring greater legal protection and a more professional image. This also enhances the company’s credibility, making it easier to establish business relationships, raise funds, and attract clients.

3. Tax Advantages 

An OPC offers several tax benefits. Making it a tax-efficient option for solo entrepreneurs. Key advantages include:

• Lower tax rates compared to individual taxation slabs, especially for higher profits

• Eligibility for Startups India benefits, if registered and recognized by the DPIIT, which includes access to government schemes, funding opportunities, and easier compliance norms

• Tax holiday under section 80-IAC, offering a 100% income tax exemption on profits for any three consecutive years within the first ten years, provided the OPC qualifies as a recognized startup. This allows new businesses to reinvest profits into growth and operations without immediate tax liabilities

4. Business Continuity 

One of the standout advantages of registering a One Person Company is its guaranteed business continuity, in contrast to a sole proprietorship, which automatically dissolves if the owner passes away or become incapacitated, an OPC continues to function as a separate legal entity, During the incorporation process, the sole shareholders is required to appoint a nominee, who will resume control of the company in case the owner is unable to manage the business. This ensures that the operations remain uninterrupted, safeguarding client relationships, employee interests, and financial commitments, while also maintaining business credibility during unforeseen situations.

Eligibility Criteria for OPC Registration 

To register an OPC, it’s mandatory to ensure that you meet the prescribed eligibility conditions under the Companies Act, 2013. Below are the key requirements to incorporate an OPC in India.

1. The Owner Must Be a Natural Person, an Indian Citizen, and a Resident of India

• The individual intending to register an OPC must be a natural person (not an artificial legal entity like a company or LLP). Additionally, they must be:

• An Indian Citizen, and

• A resident of India, meaning they should have stayed in India for at least 120 days during the immediately preceding financial year (as per the latest amendment under the Companies Incorporation Second Amendment Rules, 2013)

2. Only One OPC Per Person Allowed

As per the legal provisions, a single person can incorporate only one OPC at a time, either as a member or a nominee. This restriction is placed to avoid multiple OPCs being controlled by one individual, maintaining transparency and accountability in business operations 

3. Mandatory Appointment of a Nominee

While registering an OPC, it is compulsory to appoint a nominee. This nominee is an individual designated to take over the company’s management and ownership in the event of the owner’s death or incapacity

The nominee must also be:

• A natural person

• An Indian citizen and,

• A resident of India (with a minimum stay of 120 days in India during the previous financial year).

Written consent from the nominee, in prescribed form (Form INC-3), must be obtained and filed with the Registrar of Companies (ROC) during incorporation

4. Capital and Turnover Limits 

An OPC must adhere to specific financial thresholds as per the Companies Act:

• The paid-up share capital of the OPC must not exceed INR 50 lakh at any time.

• The annual turnover must remain below INR 2 Crore in any financial year.

Note: If the OPC crosses either of these limits, it is mandatory to convert the company into a private limited company within six months. This provision ensures that the OPC structure remains suitable only for small business ventures and startups.

Documents Required for OPC Incorporation  

You will need to gather the following documents:

For Director/ Shareholder: 

• PAN Card (mandatory)

• Aadhaar Card, voter ID, Passport, or Driving License

• Passport-size photo 

• Email ID and mobile number (linked to Aadhaar)

For Nominee:

• PAN Card 

• Identity proof (same as above)

• Consent to act as nominee (Form INC-3)

Registered Office Proof:

• Electricity or water bill (not older than 2 months)

• Rent agreement (if needed)

• No objection Certificate (NOC) from the landlord)

Ensure all documents are self-attested and legible.

“Pro Tip”

Create a folder (physically or digitally) for your OPC incorporation documents and label each file clearly. This will help you with the submission process, especially when filling out the SPICe+ form, uploading through the MCA portal, and applying for DSC. 

Step-by-Step OPC Registration Process in 2025

The process of OPC registration is done entirely online using the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) Web form on the MCA portal.

Step 1: Apply for Digital Signature Certificate (DSC)

A DSC is required to digitally sign all forms. It is issued by certifying authorities like eMudhra, VSign, etc.

• Apply using Aadhaar-based authentication.

• Valid for 1-2 Years.

• Required for the proposed director and nominee (optional for the nominee but preferred).

Step 2: Reserve Company Name (SPICe+ Part A)

Choose a unique name for your OPC that reflects your business. The name must end with “(OPC) Private Limited.”

• Log in to the MCA Portal or One-startup.in

• File Spice+ Part A with two name options.

• Name should follow the format: ABC (OPC) Private Limited

• MCA will verify and approve/reject with feedback

• Avoid using names such as Bank, Insurance, unless authorized

Step 3: Fill SPICe+ Part B – Company Registration

Once the name is approved, proceed with Part B of SPICe+,   

This form mainly includes:

• Company incorporation

• Allotment of Director Identification Number (DIN)

• PAN and TAN (instant and free)

• GST Registration (optional)

• EPFO &ESIC Registration (mandatory) 

• Professional Tax (for Maharashtra, Karnataka, West Bengal)

• Company Bank Account Opening

Step 4: Draft MoA and AoA (INC – 33 & INC -34)

• The Memorandum of Association (MoA) defines the company’s business purpose.

• The Article of Association (AoA) defines internal rules, directors' responsibilities, and operational structure.

Use MCA templates or upload custom versions. These documents are signed using DSC.

Step 5: Consent of Nominee (Form INC-3)

• The nominee agrees to take over the company in case of the owner’s death or incapacity 

• This consent is given by the Form-INC-3 with Identity and residential proof 

Step 6: Upload Forms &Submit in MCA Portal

Upload all required forms and documents via the MCA portal:

• SPICe+ (INC-32)

• MoA (INC-33)

• AoA (INC-34)

• INC-3 (Nominee consent form)

All forms should be signed digitally.

Step 7: Pay the Government's Fees & Stamp Duty

Government fee varies depending on your state and authorized capital. Here’s a sample:

Stamp Duty Example – Delhi

You can use the MCA Fee Calculator for your specific state and share capital.

Step 8: Get Certificate of Incorporation (COI)

Once submitted and approved by the Registrar of Companies (RoC), you will receive:

• Certificate of Incorporation (COI)

• CIN (Corporate Identification Number)

• PAN and TAN via email

No physical documents are sent. Everything is emailed to your registered ID.

The company shall file the webform INC-22 within 30 days once the webform SPICe+ Part B is registered, in case the address of correspondence and the registered office address are not the same.

OPC Compliance Requirements After Incorporation 

Incorporating an OPC is just the beginning. You must follow these annual and periodic compliance requirements.

1. Appointment of Auditor

As per Section 139 of the Companies Act, every OPC is required to appoint a qualified Chartered Accountant (CA) as its statutory auditor within 30 days of incorporation. The appointed auditor is responsible for auditing the company’s financial statements and preparing the audit report. The appointment is made through a resolution passed by the Board of Directors.

Penalty for non-compliance: Failure to appoint an auditor can attract penalties and may also affect the validity of financial filings.

2.  Filing of Financial Statements (AOC-4)

Every OPC must file its financial statements annually with the Registrar of Companies (ROC) in Form AOC-4. This form includes details such as the balance sheet, profit and loss account, auditor’s report, and notes to accounts.

Due Date:  Within 180 days from the end of the financial (i.e., typically by 27th September if the financial year closes on 31st March.

Penalty for Delay: Non-filing attracts a penalty of INR 100 per day until the filing is completed.

3. Filing of Annual Return (Form MGT-7A)

An OPC is required to file its annual return in Form MGT-7A- a simplified return format introduced for OPCs and small companies. This return includes details about the company’s registered office, shareholding structure, directors, and other statutory disclosures.

Due Date: Within 60 days from the date of the Annual General Meeting (AGM) or, if no AGM is held (as OPCs are exempt), within 60 days from the date of signing of the financial statements.

Penalty for Delay: INR 100 per day of default, with no upper limit.

4. Filing for Income Tax Return (ITR)

Like all companies, an OPC must file its Income Tax Return (ITR) annually with the Income Tax Department under the applicable tax provisions for domestic companies. The ITR must disclose the company’s taxable income, deductions, and tax payable.

Due Date:

• 31st October of the assessment year (if audit is applicable)

• 31st July of the assessment year (if audit is not applicable)

Penalty for Late Filing: INR 5,000 if filed after the due date but before 31st December, and INR 10,000 thereafter.

5. Conduct of Board Meeting

While an OPC can have a sole director, it is still mandatory under Section 173 of the Companies Act to hold at least one board meeting in each half of a calendar year, and the gap between the two meetings should not be less than 90 days. These requirements ensure accountability and formal record-keeping of business decisions.

Note: If the OPC has only one director, all decisions can be in the minutes book signed by the sole director.

Timeline for OPC Registration in India (2025)

Here’s a step-by-step look at how long each stage of the OPC registration process typically takes in India.

Government Fees for OPC Registration in India (2025)

A quick breakdown of the government fees you’ll need to pay while registering a One Person Company (OPC) in India (2025).

Can a Person Register an OPC without CA and CS?

Yes – While it is technically possible to register a One Person Company (OPC) on your own through the MCA’s online SPICe+ system, the process involves multiple statutory forms, legal declarations, and compliance requirements that can easily become overwhelming. Any errors or missed steps may lead to delays or rejections.

That’s where One-Startup comes in. As a trusted business services partner, we simplify OPC registration by ensuring faster approvals, error-free documentation, and full compliance support. From incorporation to post-registration filings, we handle the legal complexities so you can focus on growing your business.

Contact One-Startup today for a seamless OPC registration experience and start your entrepreneurial journey with confidence.

Conclusion

Starting a business as a solo founder comes with both opportunities and challenges. The One Person Company (OPC) structure makes it easier than ever to build a legally recognized entity while enjoying the benefits of limited liability, credibility, and complete control.

The One Person Company (OPC) structure is the ideal choice for solo entrepreneurs who want limited liability, full control, and a professional identity. With the simplified SPICe+ online process, registration in India is now quick, paperless, and cost-effective.

An OPC lets you start small, scale confidently, and stay compliant—the smart way to build your business.

Your Business, Our Commitment

At One-Startup, we believe every entrepreneur deserves a smooth journey—from starting up to staying compliant. That’s why our experts take care of the details—registrations, filings, taxes, and audits—so you never have to worry about mistakes or delays. With professionalism, precision, and genuine dedication, we keep your business protected and future-ready.

Work with One-Startup  today—where your goals become our mission

Bibliography

1. Ministry of Corporate Affairs (MCA), Government of India

• Official Website: https://www.mca.gov.in

• Used for referencing OPC definitions, SPICe+ forms, eligibility, DIN, DSC, and incorporation steps.

2. Companies Act, 2013

• Section 2(62): One Person Company (OPC)

• Relevant Provisions: Chapter II (Incorporation of Company), Section 3 (Formation of Company), Section 12 (Registered Office), and Section 152 (Directors).

• Accessed via https://www.indiacode.nic.in/

3. Companies (Incorporation) Rules, 2014 (as amended up to 2025)

• Provided procedural guidelines for OPC incorporation, compliance, nominee rules, and conversion clauses.

4. Companies (Incorporation) Second Amendment Rules, 2021

• Referenced for updated definitions of "resident in India" (120 days rule), applicable to OPCs.

5. eMUDHRA and Sify Technologies

• Digital Signature Certificate (DSC) Issuance Process

• https://www.emudhra.com, https://www.sify.com

 

6. Startup India Portal

• Referenced for understanding the startup benefits available to OPCs and MSMEs.

• https://www.startupindia.gov.in

7. Reserve Bank of India (RBI) – For information related to bank account integration during incorporation via the AGILE-PRO-S form.

• https://www.rbi.org.in

8. Income Tax Department, Government of India

• Referenced for PAN/TAN application through SPICe+, ITR filing requirements for companies.

• https://www.incometax.gov.in

9. GST Portal (Goods and Services Tax)

• Referenced for GST registration requirements and AGILE-PRO-S process.

• https://www.gst.gov.in