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What is a One Person Company (OPC)?
A One Person Company (OPC) is a business structure incorporated by a sole founder under Section 2(62) of the Companies Act, 2013. Introduced in April 2014, an OPC allows a solo founder to operate as a separate legal entity, offering advantages like complete ownership control, easier decision-making, and improved access to financial opportunities.
A defining feature of an OPC is the requirement of a nominee, who steps in as the sole founder if the original owner dies or becomes incapable of managing operations. This structure is ideal for freelancers, consultants, and solo founders who want corporate protection without the complexity of additional partners, multiple board meetings, etc.
Note: All SPICe+ filings, including OPC registration, are processed centrally by the Central Registration Centre (CRC) under MCA notification G.S.R. 99(E).
Types of One Person Company Registration in India
The Companies Act, 2013, permits 5 types of OPC structures based on liability and capital. They are:

| Structure | Liability | When it's used |
| OPC Limited by Shares | Limited to the unpaid share value | Default form used in the overwhelming majority of OPC registrations |
| OPC Limited by Guarantee with Share Capital | Unpaid share value + guarantee | Rare; used where flexible capital + guarantee is needed |
| OPC Limited by Guarantee without Share Capital | Guaranteed amount only | Rare; permitted under Section 2(21) |
| Unlimited OPC with Share Capital | Unlimited personal liability | Rarely chosen; defeats the purpose of incorporation |
| Unlimited OPC without Share Capital | Unlimited personal liability | Theoretical only |
In practice, almost every OPC registration in India is filed as a Company Limited by Shares. The other forms are legally available but rarely used.
Benefits of One Person Company Registration in India
With online OPC registration, founders get multiple benefits, including:

- Limited liability protection: Your personal assets are protected from business debts, and liability is limited to the amount you haven't paid for your shares.
- Single-owner control: One person holds 100% ownership and decision-making authority, with no co-founder dilution or partner disputes.
- Perpetual succession: The nominee automatically becomes a member on the death or incapacity of the OPC founder so that the company continues without dissolution.
- Lower compliance burden: OPCs are exempt from the AGM requirement, mandatory cash-flow statement, and many board-meeting formalities that apply to private limited company registration.
- Reduced penalties under Section 446B: Penalties applied in case of non-compliance are much lower for OPCs and small companies (₹5,000 plus ₹500/day for continuing default).
- Easier credit and corporate-grade trust: Banks, vendors, and enterprise clients onboard registered companies far more readily than non-registered entities like sole proprietorships.
- Tax structuring: An OPC is taxed at corporate tax rates and can claim deductions for eligible business expenses, such as director remuneration, depreciation, rent, and other operating costs. These tax benefits of an OPC can reduce the overall liability compared to paying personal income tax rates on higher business profits.
- Easy future conversion: You can voluntarily convert an OPC into a Private Limited Company at any time through Form INC-6. Earlier, mandatory conversion applied if paid-up capital exceeded ₹50 lakh or average annual turnover exceeded ₹2 crore. The Companies (Incorporation) Second Amendment Rules, 2021 (effective 1 April 2021), removed these limits, allowing founders to convert only when business expansion requires it.
For a detailed walkthrough, read our guide on the advantages and disadvantages of OPC in India.
Who Can Register an OPC in India?
To register a One Person Company (OPC) in India, the applicant must fulfil the eligibility conditions under the Companies Act, 2013:
- Single Indian Citizen: Only one natural person who is an Indian citizen can incorporate an OPC. The individual must have stayed in India for at least 120 days during the immediately preceding financial year.
- Age Requirement: The applicant must be at least 18 years old. Minors cannot become members or nominees of an OPC.
- Nominee Appointment: The sole member must appoint a nominee who will take over membership in case of death or incapacity. The nominee must meet the basic eligibility requirements applicable to OPC members.
- One OPC Limit: An individual cannot incorporate more than one OPC or act as a nominee in more than one OPC at the same time.
- Restricted Activities: An OPC cannot carry out non-banking financial investment activities, including investing in securities of other companies.
- Registered Office in India: The OPC must maintain a registered office address in India for official communication.
- No Minimum Capital: There is no minimum paid-up capital requirement, so an OPC can be started with any amount.
Note: Foreign nationals cannot incorporate an OPC in India. However, an NRI who is an Indian citizen may incorporate an OPC if they meet the prescribed residency conditions.
Documents Required for OPC Registration in India
Below is the full checklist of documents required for an OPC registration:
| Category | Documents required |
| Member / Director |
|
| Nominee |
|
| NRI Member / Director |
|
| Registered Office |
|
| Statutory (filed with SPICe+) |
|
How to Register a One Person Company Online in India? Step-by-Step Process
The One Person Company registration online process is filed through the MCA's SPICe+ form (Part A and Part B). Here is exactly what happens, day by day:
Step 1. Apply for DSC (Day 1)
Apply for a Class 3 Digital Signature Certificate for the proposed director to sign the incorporation forms electronically.
Step 2. Reserve the Company Name (Days 2–4)
Submit up to two preferred names through SPICe+ Part A. The name must end with the suffix "(OPC) Private Limited."
Before filing, verify the name using our free OPC company name check tool to reduce the chances of rejection.
Step 3. Draft MOA, AOA & SPICe+ Part B (Days 4–7)
Draft the required incorporation documents, including:
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Form INC-3 (nominee consent)
- Form INC-9 (director declaration)
Also prepare SPICe+ Part B, AGILE-PRO-S, and the integrated PAN and TAN applications.
Step 4. File SPICe+ on the MCA Portal (Days 7–9)
Submit the complete SPICe+ form through the MCA portal, which is processed by the Central Registration Centre (CRC).
If the proposed director does not already have a DIN, it is allotted through the SPICe+ application, so you do not need to file Form DIR-3 separately.
Along with the SPICe+ incorporation form, you can also file Form AGILE-PRO-S (INC-35) to:
- Apply for GST registration (optional) if your business requires a GSTIN.
- Open a company current bank account with the selected bank.
- Obtain Professional Tax registration, where applicable, in Maharashtra, Karnataka, and West Bengal.
- Complete EPFO and ESIC employer registrations, where applicable.
Note: GST registration becomes compulsory if your aggregate turnover exceeds ₹40 lakh for goods or ₹20 lakh for services (₹20 lakh and ₹10 lakh in special category states). GST registration is also required for an OPC if you engage in activities such as interstate taxable supplies, e-commerce, or other notified transactions.
Step 5. CRC Verification (Days 9–13)
The CRC reviews the application and may issue resubmission queries. If the CRC raises any such queries, submit the corrected documents or information promptly to avoid delays in incorporation.
Step 6. Certificate of Incorporation, PAN & TAN (Days 13–15)
On approval, the MCA issues the Certificate of Incorporation with a unique Corporate Identity Number (CIN), formatted as state code + year + entity type + ROC code + sequence. The company's PAN and TAN are issued together with the COI.
What you receive on Day 15: Certificate of Incorporation, CIN, PAN, TAN, DIN, DSC, MOA & AOA, and Director KYC pack.
Want to know the detailed process? Check our comprehensive guide on How to Register a One Person Company in India.
Note: After incorporation, an OPC with share capital must file Form INC-20A within 180 days before commencing business or borrowing funds.
How Long Does One Person Company Registration Take?
From DSC to COI, One Person Company Registration online takes 10–15 business days. Stage-wise breakdown:
| Stage | Estimated time |
| Class 3 DSC | Within 1 day |
| Name approval (SPICe+ Part A) | 1–3 business days |
| Document preparation (MOA, AOA, INC-3, INC-9) | 2–4 business days |
| Filing SPICe+ Part B with the CRC | 1 business day |
| CRC verification and MCA approval | 5–7 business days |
| Issue of Certificate of Incorporation, PAN & TAN | 1–2 business days |
| Total | 10–15 business days |
Note: The timeline assumes accurate documents and no MCA resubmission queries. It may take longer to register an OPC if the proposed name is rejected, DSC verification is delayed, or the MCA requests corrections.
OPC Registration Fees in India: Cost Breakdown
The total OPC registration cost depends on three components:
- Government filing fees,
- State-wise stamp duty, and
- Professional fees.
Here’s a detailed breakdown of the total cost of OPC registration in India:
| Fee component | Approximate amount | Notes |
| Government filing fees | ₹0 up to ₹15 lakh authorized capital; from ₹1,000+ above that | OPC registration government fees are waived under the MCA's zero-fee scheme |
| DSC (Class 3) | ₹2,500 per DSC | One token for the proposed director |
| DIN allotment | Included in SPICe+ | Allotted free through SPICe+ at no additional cost |
| PAN and TAN | ₹131 | Issued along with the COI |
| State-wise stamp duty (MOA + AOA) | ₹100 – ₹15,000+ | Varies sharply by state of incorporation and authorized capital |
| Professional / consultancy fees | ₹1,999 | Drafting, filing, MCA query handling, and post-incorporation kit |
| Typical total (cap up to ₹15 lakh) | ₹5,000 – ₹17,500 | Bundled fixed pricing available with RegisterKaro |
Note: For NRI applicants, notarization, apostille, or consular attestation of overseas documents is an additional out-of-pocket expense and is not included in the professional fee.
What's Next After OPC Registration? Post-Incorporation Compliance Requirements
After receiving the Certificate of Incorporation (COI), you must complete a few operational and compliance formalities:
- Issue the share certificate to the sole shareholder within 60 days of incorporation.
- Deposit the subscribed share capital into the company's current bank account and record the transaction in the books of accounts.
- Apply for any additional business licences, such as FSSAI, IEC, Trade Licence, or state-specific registrations, if your business activity requires them.
- Maintain statutory registers and books of accounts from the first day of business operations.
Restrictions on OPC Activities
Although an OPC offers the benefits of a company, the Companies Act, 2013, imposes certain restrictions on its incorporation and operations:
- Non-banking financial activities, including investment in the securities of any body corporate, are not permitted.
- Minors and persons disqualified under Section 164 of the Companies Act, 2013, are ineligible to incorporate or manage an OPC.
- An individual may incorporate or act as a nominee in only one OPC at any given time.
- Conversion into a Section 8 (non-profit) company is not permitted.
- A nominee must be appointed at the time of incorporation, and any subsequent change must be reported to the MCA within the prescribed timeline.
Note: These restrictions are prescribed under the Companies Act, 2013, and cannot be modified through the MOA and AOA. If your business involves NBFC activities, charitable objectives, or multiple founders, consider registering a Private Limited Company, LLP, or Section 8 Company, as appropriate.
Annual Compliance After OPC Registration
Once incorporated, an OPC must maintain ongoing ROC and tax compliance. The mandatory annual compliance requirements of an OPC are:
| Form | What it covers | Due date | Penalty |
| AOC-4 | Audited financial statements | Within 180 days of FY end (typically 27 Sep, 2026) | ₹100/day |
| MGT-7A | Abridged annual return for OPCs/small companies | Within 60 days of signing AOC-4 (typically 28 Nov, 2026) | ₹100/day |
| ADT-1 | Auditor appointment for 5 years | Within 15 days of auditor’s appointment of the OPC | Filing fee + late fee |
| DIR-3 KYC | Director KYC | Triennial filing from FY 2026–27 (next due year depends on the last KYC filing) | ₹5,000 + DIN deactivation |
| DPT-3 | Return of deposits / exempted deposits | By 31 July 2026 (extended from 30 June 2026 through General Circular 02/2026) | ₹100/day |
| ITR-6 | Income tax return | By 31 October 2026 (subject to audit applicability) | Up to ₹10,000 + interest |
| GST returns | If turnover exceeds the threshold | Monthly / quarterly as applicable | ₹50/day + interest |
Late filing of AOC-4 or MGT-7A attracts ₹100 per form per day with no upper cap. RegisterKaro's annual compliance plan covers all five ROC filings (AOC-4, MGT-7A, ADT-1, DIR-3 KYC, DPT-3) and your ITR-6 for a fixed annual fee. GST return filing is added on if your turnover crosses the registration threshold.
Download Your OPC Registration Certificate & Check Application Status
After the CRC approves your application, the MCA emails the COI and also makes it available for download on the MCA portal. The COI contains the company name, CIN, incorporation date, and registered office address.
How to Download the OPC Registration Certificate Online?
To download the OPC registration certificate:
- Visit mca.gov.in and log in.
- Go to MCA Services → View Public Documents (or Get Certified Copies).
- Search by company name or CIN.
- Pay the certified-copy fee if applicable and download the PDF.
How to Check your OPC Registration Status?
Follow these steps to track the progress of your OPC application online:
- On the MCA portal, go to MCA Services → Track SRN / Transaction Status.
- Enter your Service Request Number (SRN) issued at filing.
- View real-time status: Pending, Under Resubmission, Approved, or Rejected.
Note: If the MCA marks your application for Resubmission, you must respond within 15 days, failing which the application may lapse.
OPC vs Sole Proprietorship vs Private Limited
If you're a solo founder choosing between structures, the differences below drive the decision.
| Parameter | OPC | Sole Proprietorship | Private Limited Company |
| Legal Status | Separate legal entity | No separate legal identity from the owner | Separate legal entity |
| Owners Required | 1 member + 1 nominee | 1 proprietor | Minimum 2 shareholders + 2 directors |
| Liability | Limited to unpaid share value | Unlimited personal liability | Limited to unpaid share value |
| Compliance Burden | Moderate compliance (ROC filings + ITR; no AGM) | Lowest compliance (mainly tax filings) | Higher compliance (ROC filings, AGM, statutory records, ITR) |
| Taxation | Corporate tax rate of 22% under Section 115BAA + surcharge and cess | Taxed as individual income as per applicable slabs | Corporate tax rate of 22% under Section 115BAA + surcharge and cess |
| Owner Remuneration | Director salary allowed as business expense | Not applicable | Director salary allowed as business expense |
| External Funding | Limited funding options; cannot issue equity to investors | Difficult to raise external funds | Suitable for angel funding, VC investment, and equity fundraising |
| Conversion to Private Limited Company | Voluntary conversion allowed by filing Form INC-6 | Requires fresh incorporation | Already operates as a private company |
| Audit Requirement | Mandatory statutory audit every year | Required only if tax audit limits apply | Mandatory statutory audit every year |
| Nominee Requirement | Mandatory nominee appointment | Not required | Not required |
| Best Suited For | Solo founders seeking corporate status and limited liability | Small businesses, freelancers, and low-compliance setups | Startups and businesses planning growth, investment, and expansion |
Connect with RegisterKaro and let our experts handle the legal hassle while you grow your business.
Frequently Asked Questions (FAQs)
What is a One Person Company (OPC)?
A One Person Company (OPC) is a specialized corporate entity structure introduced under Section 2(62) of the Companies Act, 2013, that allows a single entrepreneur to operate a fully legal corporate business. It combines the benefits of a sole proprietorship with the statutory protections of a Private Limited corporate structure, including limited liability and a separate legal identity.
What are the main benefits of an OPC registration?
The primary benefits of an OPC registration include limited liability protection, complete single-person ownership control, reduced annual statutory compliance burdens, and an elevated legal status that builds greater trust with creditors, suppliers, and commercial banks compared to an unorganized proprietorship.
Is there a minimum capital requirement to form an OPC?
No, the Companies Act, 2013, does not enforce a minimum capital requirement to initiate an OPC registration. Founders can launch their single-owner business structure with any nominal authorized share capital suited to their financial strategy, such as ₹10,000 or ₹1 lakh.
Is a nominee director mandatory for an OPC registration?
Yes, appointing a designated nominee director is a mandatory statutory requirement under Rule 3 of the Companies (Incorporation) Rules, 2014. The sole member must nominate a natural person (who is an Indian citizen and resident) whose written consent is submitted via Form INC-3. This nominee takes over ownership and management of the corporate entity only in the event of the sole founder's death or legal incapacity.
Who is eligible to incorporate an OPC in India?
To incorporate an OPC in India, the founder must be a natural person and an Indian citizen. The person must also qualify as a resident by staying in India for at least 120 days during the preceding financial year. Under the 2021 MCA amendment, Non-Resident Indians (NRIs) can also incorporate an OPC in India.
Are there any turnover or capital caps for an OPC?
No, there are no statutory caps on annual turnover or paid-up share capital for an OPC. Effective April 1, 2021, the Ministry of Corporate Affairs (MCA) completely removed the previous ceilings of ₹50 lakh paid-up capital and ₹2 crore annual turnover, allowing single-owner corporate entities to grow without mandatory structural conversion triggers.
What is the step-by-step process for registering an OPC?
The OPC registration process involves five integrated digital steps on the MCA V3 portal:
- Obtain a Class 3 DSC for the sole director and subscriber.
- Reserve a unique name through Part A of the SPICe+ form.
- Complete the integrated SPICe+ Part B e-form alongside the AGILE-PRO-S form (for GSTIN, EPFO, ESIC, and bank account setup).
- Draft and attach the electronic Memorandum of Association (e-MoA) and Articles of Association (e-AoA) along with the nominee's Form INC-3 consent.
- Upon verification, the Registrar of Companies (RoC) issues the fresh Certificate of Incorporation alongside corporate PAN and TAN.
Is an OPC exempt from holding an Annual General Meeting (AGM)?
Yes, an OPC is completely exempt from holding an Annual General Meeting (AGM) under Section 96(1) of the Companies Act, 2013. Any corporate resolution or ordinary decision required to be passed at an AGM is considered legally executed once it is signed by the sole member and formally entered into the official minutes book of the corporate entity.
Can an OPC be converted into a Private Limited corporate structure later?
Yes, an OPC registration can be converted into a multi-member Private Limited corporate structure at any time voluntarily. To complete this transition, the founder must introduce at least one additional member and director, alter the corporate bylaws (e-MoA/e-AoA), and submit Form MGT-14 followed by Form INC-6 on the MCA portal.
Does an OPC registration require a physical office address?
Yes, an OPC must maintain a valid physical registered office address in India to receive official communications and statutory notices from the Ministry of Corporate Affairs. Proof of the registered premises, accompanied by a No Objection Certificate (NOC) from the property owner, must be attached during the initial incorporation filing.
Can an NRI or foreign national register an OPC in India?
Yes, Non-Resident Indians (NRIs) who hold Indian citizenship are fully eligible to register an OPC. Effective April 1, 2021, the Ministry of Corporate Affairs (MCA) reduced the residency requirement from 182 days to 120 days, allowing NRIs to incorporate and act as sole shareholders. However, foreign nationals without Indian citizenship remain ineligible to incorporate an OPC.
How many OPCs can one person form?
An individual can incorporate only one OPC at any given time. Furthermore, a person who is already a sole member in one OPC cannot serve as the designated nominee director in another OPC, as Indian corporate regulations strictly restrict single-owner corporate setups to one active entity per person.
How long does OPC registration take in India?
The entire OPC registration process in India typically takes 10 to 15 business days. This timeline includes obtaining a Class 3 Digital Signature Certificate (DSC) on Day 1, name reservation via SPICe+ Part A within 2–4 days, drafting the MoA/AoA bylaws, and obtaining final Central Registration Centre (CRC) approval and Certificate of Incorporation within 13–15 days.
Can I use my home address for OPC registration and also register for GST?
Yes, a residential or home address can be used as the registered office address for OPC incorporation and GST registration. The applicant must submit a recent utility bill in the owner's name, a residential property document, and a signed No Objection Certificate (NOC) permitting commercial correspondence at the residential location.
What is the role of a nominee in an OPC, and is it mandatory?
Appointing a nominee director is a mandatory requirement for an OPC. The nominee takes over the ownership and management of the corporate structure in the event of the primary founder's death or legal incapacity. Written consent from the nominee is filed electronically via Form INC-3 during incorporation.
Can an OPC have multiple directors?
Yes, an OPC can have multiple directors, up to a statutory limit of 15 directors. While an OPC can have only one shareholder/member, additional directors can be appointed to manage day-to-day business operations without granting them ownership shares.
Are OPCs required to hold board meetings?
An OPC with only one director is completely exempt from holding board meetings. However, if an OPC appoints two or more directors, it must hold at least one board meeting in each half of a calendar year, ensuring that the gap between the two meetings is not less than 90 days.
What is the tax rate applicable to an OPC?
An OPC is taxed as a corporate entity at a base flat income tax rate of 22% (plus applicable surcharge and 4% Health & Education Cess) under Section 115BAA of the Income Tax Act, 1961, provided the entity opts out of specific tax exemptions. Standard corporate tax provisions apply as the entity is treated as a separate legal person from its single owner.
Can an OPC issue shares to the public or distribute dividends?
No, an OPC cannot issue shares or invite subscriptions from the general public. However, an OPC can declare and distribute dividends to its sole shareholder from net accumulated profits after complying with corporate audit requirements and tax deduction rules.
Why Choose RegisterKaro for One Person Company Registration?
Choosing the right incorporation partner for your OPC establishment can save you time, reduce filing errors, and simplify compliance. RegisterKaro combines experienced professionals, transparent pricing, and end-to-end support to help you register your OPC quickly and confidently.
- Dedicated Compliance Expert: A single expert manages your application from document collection to incorporation, keeping you updated at every stage and helping resolve queries quickly.
- Carefully Reviewed Applications: We review every document before filing the SPICe+ application to minimize errors, reduce the likelihood of resubmissions, and improve processing efficiency.
- Faster Resolution of MCA Queries: If the CRC requests additional information or corrections, we prepare and submit the required responses promptly to avoid unnecessary delays.
- State-Wise Compliance Guidance: Incorporation requirements, such as stamp duty and supporting documents, can vary across states. We help you meet the applicable state-specific requirements to avoid unnecessary delays.
- Support Beyond Incorporation: After your OPC is incorporated, we guide you on opening your current bank account, obtaining GST registration if applicable, and understanding your annual compliance obligations.

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