How to Complete the OPC Registration Process in India?

Are you a solo entrepreneur ready to turn your passion into a formal business? One Person Company (OPC) is a great way to do that. Before the Companies Act, 2013, starting a company meant you needed at least two people, but now, a single individual can create a business with limited liability. This means you protect your personal assets from business risks. 

An OPC is a business structure where one person owns and manages a private limited company. The procedure to apply for OPC registration is entirely digital, making it a streamlined and efficient process. You don’t have to navigate confusing paperwork or visit multiple government offices. Instead, you’ll work with the Ministry of Corporate Affairs (MCA) portal to file all the required documents electronically..

This comprehensive guide will walk you through the entire OPC registration process, showing you exactly how to register for OPC and get your venture off the ground with confidence.

Pre-Registration Checklist for the OPC Registration Procedure

Getting a One-Person Company (OPC) registered is a straightforward process, but preparing all your documents beforehand is crucial. 

Here is a detailed list of the one-person company registration documents you must have ready before starting the online filing. These documents form the essential groundwork for the entire OPC registration procedure.

• Digital Signature Certificate (DSC): The Digital Signature Certificate is the first and most vital item. You need a Class 3 DSC for the proposed director to digitally sign all the forms and documents. This is a mandatory part of the OPC registration procedure.
• Director Identification Number (DIN): You can apply for a Director Identification Number (DIN) directly through the SPICe+ form. However, you must have all the details ready. This is a unique number that identifies you as a director in India of a single-owner company.
• Proposed Company Name: You should have at least two unique names ready for your company. The name must end with “(OPC) Private Limited” and should not be too similar to any existing company or trademark.
• Registered Office Address Proof: You need a recent utility bill (not older than two months) for your business address. You should also get a No Objection Certificate (NOC) from the property owner. This serves as proof of your company’s registered office.
• Nominee Details & Consent: An OPC requires a nominee who will take over the company if the owner becomes incapacitated. You must have the nominee’s details and their formal consent in Form INC-3.
• Identity and Address Proofs: You will need a self-attested copy of the PAN card and Aadhaar card for both you (the member/director) and your nominee. Additionally, provide a recent bank statement or utility bill as address proof.
• Memorandum of Association (MOA) & Articles of Association (AOA): These are the company’s foundational documents. The Memorandum of Association (MOA) outlines the company’s business objectives, while the Articles of Association (AOA) define its internal governance. You will draft these documents based on the company’s planned activities. 

A thorough pre-registration checklist ensures a smooth one-person company registration process and helps you avoid common pitfalls.

Eligibility Criteria for One Person Company (OPC) in India

To incorporate a One Person Company (OPC) in India, the sole member/shareholder and the nominee must meet the following eligibility criteria as mandated by the Companies Act, 2013:

1. For the Sole Member/Shareholder

The person incorporating the OPC must be:

• A Natural Person: Only an individual (not a company or a legal entity) can form an OPC.
• An Indian Citizen: The person must be a citizen of India.
• Resident in India: The person must be considered a resident of India, which means they must have stayed in India for a period of not less than 120 days during the immediately preceding financial year.

2. General Restrictions and Limitations

The following restrictions also apply:

• One OPC Per Person: A person is restricted from incorporating more than one OPC at any given time.
• Nominee Limit: A person can be a nominee in only one OPC at a time.
• Minor Exclusion: A minor is not eligible to become a member or nominee of an OPC, or to hold shares with beneficial interest.
• Business Activity Restriction: An OPC cannot be incorporated or converted into a company under Section 8 (Non-Profit Company). Furthermore, an OPC cannot carry out non-banking financial investment activities (including investment in the securities of any other body corporate).

3. For the Nominee

Every OPC must have a nominee who will take over the company in the event of the death or incapacitation of the sole member. The appointed nominee must also meet the following criteria:

• A Natural Person: Must be an individual.
• An Indian Citizen: Must be a citizen of India.
• Resident in India: Must meet the residency requirement of staying in India for not less than 120 days during the immediately preceding financial year.
• Consent Required: The written consent of the nominee must be obtained and filed with the Registrar of Companies (ROC) during the incorporation process (Form INC-3).

A Guide to Register an OPC Company in India

Registering a One-Person Company (OPC) online is a streamlined process managed by the Ministry of Corporate Affairs (MCA). According to Section 2(62) of the Companies Act, 2013, an OPC is classified as a private company with limited liability. This allows it to enjoy the same legal benefits as a private limited company while operating with the simplicity and control of a single-owner structure.

 Here’s a step-by-step guide on how to register for OPC in India.

Step 1: Obtain a Digital Signature Certificate (DSC)

Your first step is to get a Digital Signature Certificate for the proposed director.

• A DSC is mandatory for digitally signing all the electronic forms.
• You can get a Class 3 DSC from any government-recognized certifying authority.

Step 2: Apply for a Director Identification Number (DIN) and Reserve the Company Name

You can complete both of these critical steps at the same time using the MCA’s integrated form.

• The DIN is a unique number for the director, and you apply for it directly within the SPICe+ form.
• You also use this form to submit your proposed company name to the Registrar of Companies for approval. Company names can be reserved either through the RUN (Reserve Unique Name) service or via Part A of the SPICe+ form.

Step 3: Prepare the Incorporation Documents

Once your name is approved, you prepare all the necessary legal documents.

• You draft the MOA and AOA, which outline your company’s purpose and rules.
• You also get a signed No Objection Certificate (NOC) from the property owner and a consent form (Form INC-3) from your nominee.

Note: A nominee cannot be a minor, must meet residency and citizenship requirements, and cannot serve as a nominee in more than one OPC. During incorporation, the nominee’s written consent is mandatory and must be submitted using Form INC-3.

Step 4: File the SPICe+ Form (Part B)

This is the main filing step for your one-person company registration process.

• You fill out the SPICe+ Part B form with all the details and attach the documents you prepared.
• You also fill out linked forms for the MOA and AOA and attach them for a seamless submission.

Step 5: Submit the Application and Pay Fees

After completing the forms, you finalize your application.

• You digitally sign the entire set of forms using your DSC.
• Then, you upload the forms to the MCA portal and pay the government fees online, which include the filing fee and stamp duty.

Step 6: Receive the Certificate of Incorporation

After a successful submission, the ROC will review your application and issue the final certificate.

• The ROC verifies all the details and documents you submitted.
• Once approved, you receive the Certificate of Incorporation, which officially registers your OPC, along with the company’s PAN and TAN.

Note: Earlier, OPCs were required to convert into a private or public company upon crossing certain capital or turnover limits. Now, this conversion is no longer mandatory. For details, see the blog on OPC to Private Limited Conversion.

What are the Timelines and Costs for Registration?

The procedure for registration of a person company in India is quite fast. Typically, the entire process takes about 7 to 10 days, as long as all your documents are correct.

Process Stage	Typical Timeline	Approximate Cost
Obtaining Digital Signature Certificate (DSC)	1–2 days	Rs. 1,000–Rs. 2,000 per director
Applying for a Director Identification Number (DIN)	1–2 days	Rs. 500 per DIN
Name Approval from MCA	1–3 days	Rs. 1,000
Filing Incorporation Forms with MCA	2–5 days	Rs. 500–Rs. 2,000 (depending on authorized capital)
Issuance of Certificate of Incorporation (CIN)	1–2 days after approval	Included in the filing fee
PAN and TAN Allotment	2–5 days	Rs. 110–Rs. 120 each

Post-Incorporation Compliance for OPC Registration Process

Once your OPC is officially registered, your journey doesn’t end there. You need to follow some simple rules to keep your company in good standing.

• Business Commencement: You must file a Form (INC-20A) within 180 days of incorporation to show that your company has started its business operations.
• Annual Filings: Every year, you have to file financial statements and an annual return form (MGT-) with the ROC.
• Tax Obligations: You need to pay corporate tax and file income tax returns. Every company, including an OPC, must appoint a statutory auditor under the Companies Act, 2013, to ensure accurate and compliant financial statements. Additionally, a tax audit under Section 44AB of the Income Tax Act may be required if turnover or receipts exceed the prescribed thresholds, ensuring fiscal compliance and transparency..
• Other Registrations: Depending on your business, you might also need to get a GST number or register with other authorities like EPFO or ESIC if you have employees.

To ensure full compliance and avoid mistakes, contact a professional for guidance.

Exploring the Varied Options in Which a One Person Company Can Be Registered

One Person Company (OPC) is a highly versatile business structure in India that allows a single entrepreneur to enjoy the benefits of a corporate entity. A one person company can be registered as different types of businesses, depending on the industry, legal requirements, and long-term goals. Here’s a detailed breakdown of various ways a One Person Company can be registered as a:

1. Private Limited Company

Under Section 2(62) of the Companies Act, 2013, one person company can be registered as a private limited company with a single owner. 

However, unlike a traditional Private Limited Company, which requires at least two shareholders, an OPC allows a single person to own and operate the business while enjoying limited liability protection. This makes it a great option for entrepreneurs, freelancers, and small business owners who want to operate a legally recognized entity without needing partners.

2. MSME

OPCs are eligible for MSME (Micro, Small, and Medium Enterprises) registration under the Udyam Registration Portal. Registering as an MSME provides several benefits, including:

• Lower interest rates on business loans
• Government subsidies and financial assistance
• Priority sector lending benefits

If an OPC qualifies under MSME criteria (investment and turnover limits), it can avail itself of various financial incentives provided by the Indian government.

3. Under Startup India

An OPC is eligible for Startup India recognition if it meets the DPIIT (Department for Promotion of Industry and Internal Trade) criteria:

• The company must be less than 10 years old.
• The annual turnover must be below ₹100 crore.
• The business must focus on innovation, scalability, or technology.

Startups registered under this scheme benefit from tax exemptions, funding support, intellectual property rights assistance, and government tenders. Many tech-based OPCs choose this structure to receive financial and legal incentives.

4. E-Commerce Business

With the rapid growth of digital commerce in India, many entrepreneurs are exploring one person company registration for e-commerce businesses. An OPC can operate online marketplaces, dropshipping stores, or direct-to-consumer (D2C) brands. However, if an OPC is engaged in selling goods online, it must:

• Register for GST, as online sellers must comply with tax regulations.
• Follow consumer protection laws applicable to e-commerce businesses.
• Obtain an Import-Export Code (IEC) if selling internationally.

Due to its legal identity and credibility, an OPC is a preferred structure over sole proprietorships for online businesses.

5. Consulting Firm

Freelancers, professionals, and service providers often prefer one person company registration for consultancy firms. OPCs are widely used in industries such as:

• Legal consulting
• Financial advisory
• Marketing and branding services
• IT and software development consulting

The key advantage of an OPC in consulting is that it allows limited liability, tax deductions on expenses, and a professional corporate identity.

6. Manufacturing Business

Many small-scale manufacturers choose OPC registration to operate their business with corporate benefits and tax advantages. An OPC engaged in manufacturing must:

• Follow industrial and environmental laws based on the sector.
• Register under MSME for subsidy benefits.
• Comply with GST and excise regulations.

If the investment in plant and machinery exceeds ₹50 lakh, an OPC must convert into a Private Limited Company.

7. Not-for-Profit Entity

OPCs cannot be registered as non-profit organizations. Businesses looking for charitable or non-profit activities should consider registering as a Section 8 Company, which is a separate entity under the Companies Act, 2013, designed for non-profit purposes.

8. Fintech Startup

OPCs in financial technology (fintech) must comply with additional regulations if they deal with:

• Payments and lending (RBI guidelines apply)
• Insurance-related services (IRDAI approval required)
• Investment and securities (SEBI compliance needed)

If an OPC is offering digital financial services, it must obtain necessary licenses and regulatory approvals to operate legally.

9. Export Business

For those looking to expand globally, one person company registration for export businesses is a viable option. To operate an export-based OPC, the business must:

• Obtain an Import-Export Code (IEC) from DGFT.
• Register under GST for cross-border transactions.
• Follow Foreign Exchange Management Act (FEMA) guidelines.

An OPC engaged in exports can also apply for export incentives and duty exemptions provided by the Indian government.

10.Digital Marketing Agency

A digital marketing OPC benefits from:

• Tax deductions on business expenses like software and ads.
• A credible business structure for clients and investors.
• Limited liability protection for business risks.

Freelancers and agencies offering SEO, social media marketing, and branding services prefer OPC registration due to its legal and financial benefits.

11. Franchise Business

Many franchise businesses operate under one person company registration to ensure a structured legal framework. Franchise owners can register an OPC to:

• Secure legal liability protection.
• Maintain financial transparency and tax benefits.
• Build a brand reputation with corporate identity.

12. Real Estate Consultancy

OPCs in real estate must follow state RERA laws and GST regulations. While real estate consultancies can operate as OPCs, property investment and trading activities are restricted under RBI guidelines.

13. Sole Proprietorship

Many entrepreneurs confuse One Person Companies with Sole Proprietorships. However, a One Person Company is different from a Sole Proprietorship because:

14.IT Firm

Startups in software development, SaaS, and AI often register OPCs due to:

• Ease of foreign investment under FEMA.
• Intellectual property rights protection.
• Tax benefits under Startup India schemes.

15. Educational Institution

Many ed-tech startups prefer OPC registration for offering online courses, training programs, and e-learning solutions. By obtaining Startup India recognition, they can receive funding, tax benefits, and innovation grants.

Real-Life One Person Company Examples 

Here are examples of One Person Companies (OPCs) in India:

• Tech Savvy Solutions: This OPC specializes in IT consulting and software development. It offers tailored digital solutions such as web development, mobile applications, and IT strategy consulting, enabling startups and small businesses to leverage technology for growth.
  
• Creative Canvas: Operating as a one person design studio, Creative Canvas focuses on branding and graphic design. The company provides creative services, including logo design, corporate identity development, and visual content creation, helping clients establish a compelling market presence.
  
• ConsultPro India: As a business advisory firm, ConsultPro India delivers expert consultancy in areas like business strategy, digital marketing, and operational efficiency. It assists companies in optimizing processes, enhancing market outreach, and driving sustainable growth.

These examples demonstrate how entrepreneurs across diverse sectors use OPCs to maintain autonomy, simplify compliance, and scale their businesses effectively.

A one person company can be registered as a private limited company and can be a perfect business model for solo entrepreneurs who want to enjoy the benefits of limited liability, a separate legal entity, and corporate recognition. 

If you’re ready to start your own OPC, RegisterKaro can help you with a smooth and hassle-free registration process. Contact us today to begin your journey as a successful business owner!

Frequently Asked Questions (FAQs)

Q. Can a One Person Company be converted into a Private Limited Company?

Yes, as per Section 18 of the Companies Act, 2013, an OPC can be converted into a Private Limited Company voluntarily after two years of incorporation or mandatorily if its paid-up capital exceeds Rs. 50 lakh or its annual turnover exceeds Rs. 2 crore in the preceding three financial years. The conversion process includes filing Form INC-6 with the Ministry of Corporate Affairs (MCA).

Q. What are the tax benefits of registering a One Person Company?

An OPC is taxed at a flat rate of 25% under the Income Tax Act, 1961, which is lower than individual tax rates for high-income brackets. Additionally, OPCs can claim deductions on business expenses, depreciation, and startup benefits under Section 80-IAC of the Income Tax Act.

Q. Is GST registration mandatory for a One Person Company?

GST registration is mandatory for an OPC if its annual turnover exceeds Rs. 40 lakh for goods and Rs. 20 lakh for services. However, businesses involved in interstate trade or e-commerce operations must register for GST, irrespective of turnover.

Q. Can an NRI register a One Person Company in India?

Yes, an NRI can register a One Person Company (OPC) in India, but only after meeting the residency requirement. As per the Companies Act, 2013, the individual must have lived in India for at least 120 days in the previous financial year. Once eligible, an NRI can incorporate an OPC and enjoy its benefits.

Q. What is the minimum capital requirement to register a One Person Company?

There is no minimum capital requirement to register a One Person Company (OPC). Entrepreneurs can start with any capital that suits their business.

Earlier, OPCs had to convert into a private limited company once the paid-up capital exceeded Rs. 50 lakh, but this rule was removed in 2021. Now, OPCs can continue regardless of their capital size.

Q. Who can become a nominee in an OPC?

Only an Indian citizen and resident who has lived in India for at least 120 days in the previous financial year can act as a nominee for an OPC. The nominee must give written consent in Form INC-3. This ensures continuity, as the nominee takes over ownership if the sole member dies or becomes incapacitated.

Q. Can a One Person Company own multiple businesses under one registration?

No, a One Person Company (OPC) cannot run multiple businesses under a single registration. An OPC is registered with a specific business objective mentioned in its Memorandum of Association (MoA). If the owner wants to operate in entirely different sectors, they must either amend the MoA to include new objectives or register a separate company.

Q. How does an OPC dissolve or wind up its operations?

An OPC can dissolve or wind up its operations either voluntarily or by order of a tribunal. In voluntary winding up, the sole member passes a resolution and clears debts before applying for closure. The company then files the necessary documents with the Registrar of Companies.

In case of fraud, insolvency, or non-compliance, a tribunal may order compulsory winding up.

Q. Can an OPC raise funding from investors?

OPCs cannot raise equity funding since they have only one shareholder. However, an OPC can take loans, issue convertible debentures, or seek private investments.

Startups looking for VC funding should opt for a Private Limited Company structure instead.

Q. Does an OPC require a mandatory audit?

Yes, every OPC must get its books of accounts audited by a Chartered Accountant, irrespective of its turnover. The audit ensures compliance with the Companies Act, 2013, and provides transparency in financial reporting.

Even if an OPC has no business activity, it must still file audited financial statements with the Registrar of Companies.

Q. What are the annual compliance requirements for an OPC?

An OPC must fulfill these annual compliance requirements:

• File Form AOC-4 (financial statements) with MCA.
• Submit Form MGT-7A (annual return).
• Conduct an audit if turnover exceeds ₹1 crore.
• Maintain proper books of accounts and GST filings (if applicable).

Failure to comply can result in penalties, starting from Rs. 50,000 to Rs. 5 lakh, as per the Companies Act.

Q. Can a minor be a nominee for a One Person Company?

No, a minor cannot be a nominee for a One Person Company (OPC). The law requires the nominee to be an Indian citizen and a resident, with legal capacity to enter into a contract. Since minors lack contractual capacity, they are not eligible to act as nominees in an OPC.