One Person Company (OPC) Registration in India: step-by-step guide

One Person Company (OPC) Registration in India is done online through the SPICe+ form on the MCA portal. You need one Indian citizen as the sole member (resident or non-resident), a nominee who gives consent in Form INC-3, at least one director, Digital Signature Certificates, and a name ending in "(OPC) Private Limited". There is no MCA filing fee for authorised capital up to ₹15 lakh; state stamp duty still applies.

An OPC is a company with just one shareholder, created under the Companies Act, 2013. Like a Private Limited Company, it is a separate legal person and the owner's liability is limited. This guide covers who can form an OPC, the documents, each step of the Registration, the government costs and what comes after. For the concepts, read the OPC lessons.

Who can register a One Person Company?

• Member (owner): only a natural person who is an Indian citizen. Since 1 April 2021, this includes Indian citizens who are not resident in India (NRIs). Companies, LLPs and foreign nationals cannot form an OPC.
• Only one OPC per person: a person can be the member of only one OPC, and a nominee in only one OPC, at a time.
• Nominee: the member must name a nominee — another Indian citizen who will become the member if the owner dies or becomes incapable of contracting. The nominee gives written consent in Form INC-3.
• Directors: at least one and up to 15. The member is usually also the director. Every company, including an OPC, needs at least one director who has stayed in India for at least 182 days in the financial year, so an NRI founder living abroad needs a resident director alongside.
• Minors: a minor cannot be a member or a nominee.

An OPC also has a few limits on what it can do. It cannot be formed as a Section 8 (not-for-profit) company, and it cannot carry on non-banking financial (NBFC) activities or invest in the securities of other companies.

What changed for OPCs in 2021?

The Companies (Incorporation) Amendment Rules, which took effect on 1 April 2021, made OPCs far more useful. As announced by the Ministry of Corporate Affairs:

• NRIs who are Indian citizens can now form an OPC.
• The old limits — ₹50 lakh paid-up capital and ₹2 crore average turnover, which forced an OPC to convert into a Private Limited Company — were removed. An OPC can now grow without a size cap.
• An OPC can convert into a Private or Public Company at any time. The earlier two-year waiting period for voluntary conversion was removed.

Many older articles still mention the ₹50 lakh and ₹2 crore limits. They no longer apply.

What documents are needed for OPC Registration?

Document	Who provides it
PAN card	Member, nominee and each director
Address proof — Aadhaar, passport, voter ID, driving licence, or a recent bank statement or utility bill	Member, nominee and each director
Recent photograph	Member and each director
Digital Signature Certificate (DSC)	Member and each director
Nominee's consent (Form INC-3)	Nominee
Consent to act as director (Form DIR-2)	Each director
Proof of registered office — a recent utility bill, plus the rent agreement or ownership proof, and a no-objection letter from the owner	The company

NRI members usually need their documents notarised or apostilled in the country where they live. The exact list is shown on the MCA portal for each form.

Step-by-step: how to register an OPC in India

Step 1: Get Digital Signature Certificates

A Digital Signature Certificate (DSC) is an electronic signature on a USB token, issued by licensed Certifying Authorities. It is needed to sign the incorporation forms and every later MCA filing.

Step 2: Choose and reserve the name

The name must end with "(OPC) Private Limited" — for example, "Sunrise Designs (OPC) Private Limited". It must not be identical or too similar to an existing company, LLP or registered trademark. You can reserve it through SPICe+ Part A for a fee of ₹1,000; an approved name is reserved for 20 days. You can also apply for the name directly inside the full SPICe+ form. Check the trademark register first — the Trademark Registration lessons explain why.

Step 3: File SPICe+ Part B with the linked forms

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is a single web form that combines several services. For an OPC it includes:

• company details, registered office, authorised and paid-up capital, the member and the nominee;
• DIN (Director Identification Number) allotment for directors who do not have one;
• e-MoA and e-AoA — the Memorandum of Association (what the company does) and Articles of Association (how it is run);
• AGILE-PRO-S — applications linked to incorporation, such as a bank account, EPFO and ESIC Registration, GST Registration if you opt for it, and professional tax in some states;
• INC-9 — a declaration by the member and directors, generated automatically.

Step 4: Receive the Certificate of Incorporation

After approval, the Registrar issues the Certificate of Incorporation with the company's Corporate Identity Number (CIN). The company's PAN and TAN are issued along with it. The OPC now exists as a separate legal person.

Step 5: Complete the first-year steps

• Bank account: open the current account and deposit the share capital.
• Commencement of business: file Form INC-20A within 180 days of incorporation, confirming that the subscriber has paid for the shares.
• First auditor: the board appoints the first auditor within 30 days of incorporation.
• GST and state Registrations: GST Registration becomes compulsory when turnover crosses ₹40 lakh for goods or ₹20 lakh for services in most states, and earlier in some cases such as inter-state supply of goods. See the GST Registration lessons.

How much does OPC Registration cost in government fees?

Item	Government cost
SPICe+ filing fee	Nil for authorised capital up to ₹15 lakh
Name reservation through SPICe+ Part A (optional)	₹1,000
Stamp duty on MoA and AoA	Set by each state; depends on authorised capital
PAN and TAN	Small fixed charges collected with the form
DSC	Market price charged by Certifying Authorities

Most first-time founders choose an authorised capital within ₹15 lakh, so the main government cost is usually stamp duty. Confirm current fees on the MCA portal before filing.

What compliance does an OPC have after Registration?

An OPC has fewer formalities than a Private Limited Company, but it is still a company. Every year it must:

• get its accounts audited by a Chartered Accountant (there is no turnover threshold);
• file its financial statements in Form AOC-4 and its annual return in Form MGT-7A with the Registrar;
• file its income tax return;
• make sure each director's DIR-3 KYC is filed when due — now once every three financial years, by 30 June.

An OPC does not need to hold an Annual General Meeting, and it does not have to prepare a cash flow statement. The Life after Registration lessons explain these filings in detail.

What mistakes delay OPC Registration?

• Forgetting the nominee. The nominee's consent and ID proof are compulsory; the form cannot be filed without them.
• No resident director. An NRI member living abroad must still have at least one director who meets the 182-day residence rule.
• Names without "(OPC)". The name must end exactly with "(OPC) Private Limited".
• Mismatched details. Spellings, dates of birth and addresses should match across PAN, Aadhaar and the forms.
• Choosing an OPC when you already have a co-founder. An OPC has only one member. If two people will own the business, a PVT. LTD. or an LLP is the right starting point — see the PVT. LTD. vs LLP vs OPC comparison page.

Key takeaways

• OPC Registration is done online through SPICe+ on the MCA portal, with one member, a nominee and at least one director.
• Since 1 April 2021, any Indian citizen — resident or NRI — can form an OPC, and there is no capital or turnover cap forcing conversion.
• There is no MCA fee for authorised capital up to ₹15 lakh, but state stamp duty applies.
• File INC-20A within 180 days and appoint the first auditor within 30 days of incorporation.
• An OPC can convert into a PVT. LTD. at any time when a co-founder or investor joins.