Step-by-Step Guide 7 Steps

How to Register a One Person Company (OPC) in India

Step by step guide to register a One Person Company (OPC) in India in 2026. Covers OPC eligibility, nominee requirements, SPICe+ form filing, MCA registration process, documents, fees, and annual compliance.

D
Dhanush Prabha
8 min read
How to Register a One Person Company (OPC) in India
Quick Overview
Estimated Cost ₹6000
Time Required 7 to 10 Days
Total Steps 7 Steps
What You'll Need

Documents Required

  • PAN Card of the proposed sole member and director
  • Aadhaar Card or valid Passport for identity verification
  • Address proof such as a recent bank statement or utility bill not older than 2 months
  • Passport-size colour photograph with white background
  • PAN Card and Aadhaar Card of the proposed nominee
  • Nominee consent in Form INC-3
  • Registered office address proof like a rent agreement or property deed
  • Latest utility bill of the registered office premises not older than 2 months
  • No Objection Certificate (NOC) from the property owner
  • Memorandum of Association (MOA) defining company objectives
  • Articles of Association (AOA) outlining governance rules

Tools & Prerequisites

  • Class 3 Digital Signature Certificate (DSC) from an authorized Certifying Authority like eMudhra or Sify
  • Active account on the MCA V3 portal (mca.gov.in) for filing the SPICe+ form
  • Internet banking, UPI, or net banking for paying government registration fees
  • Valid email ID and Indian mobile number for OTP verification
  • Chartered Accountant (CA) or Company Secretary (CS) for professional drafting and filing assistance

A One Person Company (OPC) is a unique business structure designed for solo entrepreneurs in India who want the credibility and limited liability of a Private Limited Company without needing a second shareholder or director. Introduced under Section 2(62) of the Companies Act 2013, the OPC allows a single individual to incorporate a company, enjoy limited liability protection, and run the business as a separate legal entity.

In 2026, OPC registration is fully digital and can be completed through the MCA V3 portal using the SPICe+ form. The process typically takes 7 to 10 working days with proper documentation. This guide covers everything from checking your eligibility and appointing a nominee to filing the incorporation form and managing ongoing compliance.

What is a One Person Company (OPC)

A One Person Company is a type of Private Limited Company that has only one member (shareholder) instead of the usual minimum of two. It is registered under the Companies Act 2013 with the Registrar of Companies (RoC) and is treated as a separate legal entity from its owner. The single member can also be the sole director, making it possible for one person to completely own and manage the company.

Key Features of an OPC

  • Single member ownership: Only one person is required to incorporate and own the company. The same person can serve as both the sole shareholder and sole director
  • Separate legal entity: The OPC is legally distinct from its owner. It can own assets, enter into contracts, sue and be sued in its own name
  • Limited liability: The member's liability is limited to the amount unpaid on their shares. Personal assets like your home, savings, and investments are protected from business debts
  • Mandatory nominee: Every OPC must appoint a nominee at the time of incorporation. The nominee takes over as the sole member if the original member dies or becomes incapacitated
  • Perpetual succession: The company continues to exist even after the death of the sole member, ensuring business continuity through the nominee
  • Relaxed compliance: OPCs enjoy several compliance relaxations compared to regular Private Limited Companies, including exemption from holding an Annual General Meeting and simplified annual return filing
  • Mandatory conversion threshold: An OPC must convert to a Private Limited Company if paid-up capital exceeds 50 lakh rupees or annual turnover exceeds 2 crore rupees

Who Should Register an OPC

An OPC is specifically designed for solo entrepreneurs who want the legal protection and credibility of a company structure without bringing in a partner or co-founder. It bridges the gap between a Sole Proprietorship and a Private Limited Company.

  • Solo professionals: Independent consultants, freelance designers, content creators, and IT professionals who want a corporate identity and liability protection
  • Individual entrepreneurs: Business owners who operate alone and want to separate personal and business finances with a proper legal structure
  • Small business owners: Retail shop owners, service providers, and traders who want limited liability but do not need multiple shareholders
  • Early stage founders: Entrepreneurs in the ideation or early validation stage who are not yet ready for a full Private Limited Company but want more credibility than a Sole Proprietorship
  • Personal brand businesses: Individuals who run businesses around their personal expertise and want a formal company structure for contracts and invoicing
If you are currently running a Sole Proprietorship, consider upgrading to an OPC. The key benefit is limited liability: your personal assets (home, savings, car) are protected from business debts. A Sole Proprietorship offers no such protection. An OPC also gives you a separate PAN, company bank account, and corporate identity, which improves your credibility with banks, clients, and government agencies. The additional compliance is minimal compared to the protection you receive.

OPC Eligibility Requirements

The Companies Act 2013 sets specific eligibility criteria for incorporating an OPC. Make sure you meet all requirements before starting the registration process.

OPC Registration Eligibility Criteria
Criterion Requirement
Citizenship Must be an Indian citizen
Residency Must have stayed in India for 182+ days during the previous calendar year
Type of Person Must be a natural person (individual). Companies and LLPs cannot form an OPC
Age Must be a major (18 years or above)
OPC Limit Cannot be a member or nominee in more than one OPC at a time
Nominee Must appoint a nominee who is also an Indian citizen and resident
Minimum Directors 1 (the sole member can be the sole director)
Maximum Directors 15 (can be increased by special resolution)
Minimum Capital No minimum requirement
Name Suffix Must end with "(OPC) Private Limited"
One of the key restrictions is that NRIs (Non-Resident Indians) and foreign nationals are not eligible to incorporate an OPC in India. Both the sole member and the nominee must be Indian citizens who have been resident in India for at least 182 days in the previous calendar year. If you are an NRI or foreign national, consider registering a Private Limited Company instead, which allows foreign directors and shareholders.

Understanding the Nominee Requirement

The nominee is a unique feature of the OPC structure. It ensures business continuity in unexpected situations and is a mandatory requirement for incorporation.

Who Can Be a Nominee

  • Must be a natural person (individual)
  • Must be an Indian citizen
  • Must be a resident of India (182+ days in India during the preceding calendar year)
  • Cannot be a member or nominee of any other OPC
  • Can be a family member, trusted associate, or any person willing to take on the responsibility
  • The nominee must give written consent in Form INC-3 at the time of incorporation
  • The member can change the nominee at any time by giving notice to the existing nominee, obtaining new consent in Form INC-3, and filing the change with the RoC in Form INC-4
  • The nominee can also withdraw consent by giving written notice to the member and the company
If the sole member dies or becomes incapable of contracting, the nominee becomes the new sole member of the OPC. The nominee then has the right to continue the business, appoint new directors, alter the company structure, or decide to wind up the company. The transfer happens automatically based on the existing nomination, without requiring probate or court orders. This is a significant advantage over a Sole Proprietorship where the business legally ceases to exist upon the owner's death.

Documents Required for OPC Registration

Prepare all documents before starting the filing process to prevent delays and rejections from the Registrar of Companies.

Documents of the Sole Member and Director

  • PAN Card: Mandatory for the sole member and all directors
  • Aadhaar Card: For identity verification and OTP authentication on the MCA portal
  • Address Proof: Recent bank statement, electricity bill, or mobile bill not older than 2 months
  • Passport-size Photograph: Recent colour photograph with white background
  • Email and Mobile Number: Unique email address and Indian mobile number for verification

Nominee Documents

  • PAN Card and Aadhaar Card of the proposed nominee
  • Nominee Consent (Form INC-3): Written consent from the nominee agreeing to act as nominee for the OPC
  • Photograph of the nominee

Registered Office Documents

  • Rent Agreement or Sale Deed of the premises
  • No Objection Certificate (NOC) from the property owner
  • Utility Bill not older than 2 months (electricity, water, or gas)

Constitutional Documents

  • e-MOA (Form INC-33): Memorandum of Association defining company name, objects, capital, and subscriber details
  • e-AOA (Form INC-34): Articles of Association with governance rules adapted for single member management
  • Form INC-9: Declaration by the director that they are not disqualified
  • Form DIR-2: Consent to act as director

Step 1: Obtain a Digital Signature Certificate (DSC)

The sole member and director must obtain a Class 3 Digital Signature Certificate before filing the SPICe+ form. All documents submitted to the MCA portal must be digitally signed.

  1. Apply through an authorized Certifying Authority like eMudhra, Sify, or Capricorn
  2. Submit PAN Card and Aadhaar Card scans
  3. Complete video verification or Aadhaar-based e-KYC
  4. Pay 1,000 to 2,000 rupees
  5. Receive DSC within 1 to 2 working days

The DSC is valid for 2 years and can be used for signing MCA forms, Income Tax returns, and GST applications.

Step 2: Reserve Your OPC Name

Use the RUN (Reserve Unique Name) service on the MCA portal to check availability and reserve your OPC name.

OPC Naming Rules

  • The name must be unique and not identical or similar to any existing company or LLP
  • It must end with "(OPC) Private Limited"
  • It must not infringe on any registered trademark
  • Restricted words require prior approval from the relevant authority
  • The name should reflect the nature of the business activity

How to Reserve

  1. Log in to the MCA V3 portal
  2. Select RUN service under Company Services
  3. Enter up to two name choices with business activity description
  4. Pay 1,000 rupees
  5. Approval takes 1 to 2 working days
  6. Reserved name is valid for 20 days
Choose a name that is professional, easy to spell and remember, and reflects your industry. Check the trademark registry at ipindia.gov.in before applying to avoid future brand conflicts. Filing a trademark application alongside OPC registration gives you comprehensive protection for your business name.

The constitutional documents for an OPC are similar to those of a Private Limited Company, with minor differences to reflect the single-member structure.

Memorandum of Association (MOA) for OPC

The MOA for an OPC contains the same clauses as a Pvt Ltd Company: name clause with "(OPC) Private Limited" suffix, registered office state, objects clause, liability clause, capital clause, and subscription clause with only one subscriber. Draft the objects clause broadly to accommodate future business expansion.

Articles of Association (AOA) for OPC

The AOA is adapted for single-member management. Key differences from a regular Pvt Ltd AOA include provisions for the nominee taking over, simplified decision-making procedures (since there is only one member), and exemption from AGM requirements. The standard Table F provisions apply with necessary modifications.

The nominee must sign Form INC-3 giving explicit consent to act as nominee for the OPC. This form includes the nominee's personal details, PAN, Aadhaar, and a declaration that they are not already a member or nominee in another OPC.

Step 4: File the SPICe+ Form for OPC

Submit your OPC incorporation application using the SPICe+ form on the MCA V3 portal. The process is similar to Pvt Ltd registration with a few OPC-specific requirements.

OPC-Specific Details in SPICe+

  • Select "One Person Company" as the company type in Part B
  • Enter details of only one subscriber (the sole member)
  • Include nominee details and upload Form INC-3
  • The sole member can be listed as the only director, or additional directors can be added

Filing Steps

  1. Log in to the MCA V3 portal
  2. Navigate to Company Services and select SPICe+ Form
  3. Complete Part A (name reservation) if not done via RUN
  4. Fill Part B with OPC details: type, one subscriber, director information, nominee details, registered office, and share capital
  5. Complete AGILE PRO for GSTIN, EPFO, ESIC registrations
  6. Upload e-MOA, e-AOA, Form INC-3, Form INC-9, Form DIR-2, and all supporting documents
  7. Run Pre-scrutiny to check for errors
  8. Digitally sign using DSC and submit with government fee payment

Government Fees

MCA Government Fees for OPC Registration (2026)
Authorised Capital Range Government Fee (Approx.)
Up to 1,00,000 rupees 500 rupees
1,00,001 to 5,00,000 rupees 2,000 rupees
5,00,001 to 10,00,000 rupees 5,000 rupees
Above 10,00,000 rupees Sliding scale

Step 5: Receive the Certificate of Incorporation

Once the Registrar of Companies approves your application, the OPC is officially incorporated. You receive the following through the MCA portal.

  • Certificate of Incorporation: The legal birth certificate of your OPC with the company name, CIN, date of incorporation, and registered office state
  • CIN (Corporate Identity Number): 21-character unique identifier for your company
  • PAN and TAN: Automatically allotted for tax purposes
  • DIN: Director Identification Number generated for the sole director
From the date of incorporation, your OPC is a separate legal entity with its own identity. It can own property, open bank accounts, enter into contracts, and conduct business independently of you as an individual. Your personal assets are protected by the limited liability structure. You are now ready to begin commercial operations.

Step 6: Post Incorporation Compliance

After receiving the Certificate of Incorporation, complete these essential post incorporation tasks.

Immediate Tasks

  • Open a current account in the OPC name with the COI, MOA, AOA, company PAN, and director KYC documents
  • Deposit the initial share capital into the company account
  • Appoint a statutory auditor within 30 days of incorporation by filing Form ADT-1
  • Apply for GST registration on gst.gov.in if applicable
  • Obtain Shop and Establishment License from the local municipal authority

Ongoing Annual Compliances for OPC

OPCs enjoy several compliance relaxations compared to regular Private Limited Companies.

OPC Annual Compliance Calendar
Compliance Requirement Due Date
Board Meetings Minimum 1 meeting in each half of the calendar year At least 90-day gap between two meetings
Annual General Meeting Not required (exempted for OPCs) N/A
Financial Statements File AOC-4 with the RoC Within 180 days from end of financial year
Annual Return File MGT-7A (simplified form for OPCs and small companies) Within 60 days from end of financial year
Income Tax Return ITR-6 October 31 of the assessment year
Statutory Audit Mandatory Before filing AOC-4
Director KYC DIR-3 KYC September 30 each year
OPCs enjoy several compliance advantages: no requirement to hold an Annual General Meeting, simplified annual return through MGT-7A instead of the detailed MGT-7, financial statements must be filed within 180 days from the end of the financial year (instead of within 30 days of AGM), and only one board meeting per half of the calendar year is required (instead of 4 per year for Pvt Ltd Companies). These relaxations significantly reduce the compliance burden for solo entrepreneurs.

Mandatory OPC to Pvt Ltd Conversion

The Companies Act 2013 requires an OPC to mandatorily convert to a Private Limited Company when certain thresholds are exceeded. Understanding these thresholds upfront helps you plan for the transition.

Conversion Triggers

  • Paid-up share capital exceeds 50 lakh rupees: If the total capital paid by the shareholder exceeds this limit
  • Annual turnover exceeds 2 crore rupees: Based on the annual financial statements for the immediately preceding financial year

Conversion Process

  1. File Form INC-5 with the RoC within 60 days of the threshold being crossed, notifying the intention to convert
  2. Increase the number of members to at least 2 shareholders and directors to at least 2 directors
  3. Alter the MOA and AOA to remove OPC-specific provisions and comply with Private Limited Company requirements
  4. File Form INC-6 along with altered MOA, AOA, and other required documents
  5. Complete the conversion within 6 months from the date of exceeding the threshold
If you expect your business to cross the 2 crore turnover threshold within 1 to 2 years, consider registering directly as a Private Limited Company instead of an OPC. The conversion process involves additional paperwork, fees, and time. Starting with a Pvt Ltd from day one eliminates this extra step and positions your business for fundraising from the beginning.

OPC vs Private Limited Company vs Sole Proprietorship

Here is a comparison to help you decide which structure fits your needs as a solo entrepreneur.

OPC vs Pvt Ltd vs Sole Proprietorship Comparison
Feature OPC Private Limited Sole Proprietorship
Members Required 1 Minimum 2 1
Separate Legal Entity Yes Yes No
Limited Liability Yes Yes No (Unlimited)
Nominee Required Yes No No
Equity Fundraising Very Limited Easy Not Possible
Annual Compliance Moderate (Relaxed) High Minimal
Statutory Audit Mandatory Mandatory Not Required
AGM Required No Yes No
Perpetual Succession Yes (via nominee) Yes No
Registration Cost 5,000 to 12,000 rupees 5,000 to 15,000 rupees 500 to 2,000 rupees

Cost Breakdown: OPC Registration in India in 2026

Estimated Cost of OPC Registration (2026)
Cost Component Estimated Cost (INR)
Digital Signature Certificate 1,000 to 2,000
Name Reservation (RUN Fee) 1,000
SPICe+ Government Fee (capital up to 1 lakh) 500
Stamp Duty (varies by state) 1,000 to 4,000
Professional Fees (CA or CS) 2,000 to 6,000
Total Estimated Cost 5,000 to 12,000

Common Mistakes to Avoid When Registering an OPC

  1. Not appointing a nominee: The nominee is mandatory and must be filed with Form INC-3 during incorporation. You cannot skip this step. Choose a trustworthy person who understands the responsibility
  2. Nominee already serving in another OPC: A person cannot be a member or nominee in more than one OPC. Verify this before filing to avoid rejection
  3. Ignoring the conversion thresholds: If your OPC crosses 50 lakh paid-up capital or 2 crore turnover, mandatory conversion to Pvt Ltd must happen within 6 months. Track your financials and plan ahead
  4. Choosing OPC when you expect fundraising: OPCs are not suitable for raising equity investment. If you plan to approach angel investors or VCs within the next 2 years, register a Pvt Ltd directly
  5. Skipping the statutory auditor appointment: Even though OPCs have relaxed compliance, statutory audit is still mandatory. Appoint an auditor within 30 days of incorporation
  6. Document mismatches: Ensure your name, date of birth, and father's name match exactly on PAN, Aadhaar, and the SPICe+ form. Minor differences cause rejections
  7. Not filing annual returns: Even if your OPC had zero revenue, you must still file AOC-4 and MGT-7A. Non-filing leads to penalties and potential strike-off

Conclusion

A One Person Company is the ideal business structure for solo entrepreneurs in India who want the credibility, limited liability, and separate legal identity of a company without needing a co-founder or partner. The OPC structure fills the gap between an informal Sole Proprietorship and a full Private Limited Company, offering meaningful legal protection at a modest cost of 5,000 to 12,000 rupees.

The registration process in 2026 is fully digital and typically takes 7 to 10 working days through the MCA V3 portal. The key steps are: obtaining a DSC, reserving a unique name, appointing a nominee, filing the SPICe+ form, and completing post incorporation compliance including auditor appointment and bank account opening.

Keep in mind the mandatory conversion thresholds: if your paid-up capital exceeds 50 lakh rupees or your turnover crosses 2 crore rupees, you will need to convert to a Private Limited Company. If you anticipate rapid growth or investor funding, starting directly with a Pvt Ltd may be the better long-term choice.

If you need professional assistance with your OPC registration, our team at IncorpX can handle everything from DSC procurement to post-incorporation compliance setup, letting you focus on building your business from day one.

Frequently Asked Questions

What is a One Person Company (OPC) in India?
A One Person Company is a type of company introduced under Section 2(62) of the Companies Act 2013 that allows a single individual to incorporate and run a company with limited liability protection. Unlike a Sole Proprietorship where the owner and business are legally the same, an OPC is a separate legal entity that protects the owner's personal assets from business debts. An OPC has just one member (shareholder) and can have one or more directors. The member must appoint a nominee who takes over the company in case of the member's death or incapacity.
Who is eligible to register an OPC in India?
To register an OPC in India, you must be a natural person (not a company or LLP), an Indian citizen, and a resident of India who has stayed in the country for at least 182 days during the immediately preceding calendar year. NRIs (Non-Resident Indians) and foreign nationals are not eligible to incorporate an OPC. Additionally, a person cannot be a member or nominee in more than one OPC at the same time. Minor individuals also cannot be members of an OPC.
What is the role of a nominee in an OPC?
A nominee in an OPC is a person designated to take over as the sole member of the company in the event of the member's death or incapacity to contract. The nominee must give written consent in Form INC-3 at the time of incorporation. The nominee's PAN and Aadhaar details are filed with the MCA. The member can change the nominee at any time by filing Form INC-4 with the RoC. A nominee cannot be a member or nominee in any other OPC simultaneously.
How much does OPC registration cost in 2026?
The total cost of OPC registration in India in 2026 ranges from 5,000 to 12,000 rupees. This includes the DSC cost of 1,000 to 2,000 rupees, name reservation fee of 1,000 rupees through RUN, SPICe+ government fee starting at 500 rupees for authorised capital up to 1 lakh rupees, stamp duty varying by state (typically 1,000 to 4,000 rupees), and professional fees of a CA or CS ranging from 2,000 to 6,000 rupees. The exact cost depends on your authorised share capital and state of registration.
What is the difference between an OPC and a Sole Proprietorship?
The key differences are: an OPC is a separate legal entity while a Sole Proprietorship is not. OPC provides limited liability (personal assets are protected) while a Sole Proprietorship has unlimited liability. An OPC must be registered with the MCA while a Sole Proprietorship requires no formal registration. OPC has perpetual succession while a Proprietorship ends with the owner. OPC can have a dedicated PAN, TAN, and brand identity separate from the owner. OPC must file annual returns and get statutory audit done while a Proprietorship has minimal compliance. OPC is more credible with banks and government agencies.
When must an OPC convert to a Private Limited Company?
An OPC must mandatorily convert to a Private Limited Company if either of these thresholds is exceeded: paid-up share capital exceeds 50 lakh rupees, or annual turnover exceeds 2 crore rupees based on the annual financial statements. Once the threshold is crossed, the OPC must file Form INC-5 and convert to a Pvt Ltd within 6 months. This requires adding at least one more shareholder and one more director, altering the MOA and AOA, and filing the conversion with the RoC.
What annual compliances does an OPC need to follow?
OPC annual compliances include: filing financial statements in Form AOC-4 within 180 days from the end of the financial year (OPCs do not need to hold an AGM), filing annual return in Form MGT-7A within 60 days from the end of the financial year, filing Income Tax Return by the applicable due date, completing statutory audit by an independent Chartered Accountant, filing DIR-3 KYC by September 30 each year, and holding at least one board meeting in each half of the calendar year. OPCs have relaxed compliance compared to Pvt Ltd Companies.
Can an OPC have more than one director?
Yes, an OPC can have more than one director even though it has only one member (shareholder). The sole member is typically also a director, but additional directors can be appointed to help with management. The maximum number of directors allowed is 15, which can be increased by passing a special resolution. However, the OPC will always have only one shareholder (the sole member). If the company needs two shareholders, it must convert to a Private Limited Company.
Can an OPC raise funding from investors?
An OPC cannot easily raise equity funding from external investors because it is structured for a single member. Since it can have only one shareholder, bringing in an equity investor would require converting the OPC to a Private Limited Company first. However, an OPC can raise debt funding in the form of business loans from banks, NBFCs, or through unsecured loans from the member. If you anticipate needing angel or venture capital investment, it is better to start directly with a Private Limited Company.
Is GST registration mandatory for an OPC?
GST registration is not automatically mandatory for every OPC. It becomes required only when the OPC's annual turnover exceeds 40 lakh rupees for goods or 20 lakh rupees for services (10 lakh rupees in special category states), or if the OPC makes inter-state sales, sells through e-commerce platforms, or falls under other mandatory registration categories. Many OPCs register for GST voluntarily to claim input tax credit on business expenses and to enhance credibility with B2B clients.
What happens to the OPC if the sole member dies?
If the sole member of an OPC dies or becomes incapable of entering into a contract, the nominee steps in as the new sole member of the company. The nominee's details are already filed with the MCA at the time of incorporation through Form INC-3. The transfer happens automatically, ensuring business continuity. This is a major advantage over a Sole Proprietorship, where the business legally ceases to exist upon the owner's death. The nominee can then decide to continue the business, appoint new directors, or wind up the company.
Can I convert my OPC to a Private Limited Company voluntarily?
Yes, you can voluntarily convert your OPC to a Private Limited Company at any time, even if you have not crossed the mandatory conversion thresholds. To convert, you need to add at least one more shareholder and one more director, pass a special resolution, alter the MOA and AOA to remove OPC-specific provisions, and file Form INC-6 along with the altered MOA, AOA, and other supporting documents with the RoC. Voluntary conversion is common when the business grows and the founder wants to bring in a co-founder or investor.
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Guide by Dhanush Prabha

Dhanush Prabha is the Chief Technology Officer and Chief Marketing Officer at IncorpX, where he leads product engineering, platform architecture, and data-driven growth strategy. With over half a decade of experience in full-stack development, scalable systems design, and performance marketing, he oversees the technical infrastructure and digital acquisition channels that power IncorpX. Dhanush specializes in building high-performance web applications, SEO and AEO-optimized content frameworks, marketing automation pipelines, and conversion-focused user experiences. He has architected and deployed multiple SaaS platforms, API-first applications, and enterprise-grade systems from the ground up. His writing spans technology, business registration, startup strategy, and digital transformation - offering clear, research-backed insights drawn from hands-on engineering and growth leadership. He is passionate about helping founders and professionals make informed decisions through practical, real-world content.