One Person Company (OPC) Registration, lesson 6 of 6
18 Documents and Registrations an OPC Should Receive
In short
The 18 documents and Registrations that OPC Registration usually involves, from the DSCs and DIN to GST, PTEC, PTRC and the share certificate.
OPC Registration in India usually produces 18 documents and Registrations: 2 Class 3 DSCs, 1 DIN, the name approval, the MoA, the AoA, the Certificate of Incorporation, PAN, TAN, EPFO and ESIC Registration, GST Registration where needed, professional tax Registrations (PTEC and PTRC) in states such as Maharashtra, the first auditor's appointment, bank account documents, Form INC-20A, stamp duty on shares, and the share certificate.
A One Person Company (OPC) is registered through the same SPICe+ form as a Private Limited Company, so most items are the same. The differences are that one person is the only member and usually the only director, and a nominee must be named. This guide explains each item and links to a detailed lesson.
The 18 items at a glance
| # | Item | When | Detailed lesson |
|---|---|---|---|
| 1 | 2 Class 3 DSCs (member-director and nominee) | Before filing | DSC |
| 2 | 1 DIN | With incorporation, if not already held | Directors and DIN |
| 3 | Name approval | SPICe+ Part A | Choosing a name |
| 4 | Memorandum of Association (MoA) | With incorporation | MoA and AoA |
| 5 | Articles of Association (AoA) | With incorporation | MoA and AoA |
| 6 | Certificate of Incorporation | On approval | Certificate of Incorporation |
| 7 | PAN | With incorporation | PAN, TAN, EPFO, ESIC |
| 8 | TAN | With incorporation | PAN, TAN, EPFO, ESIC |
| 9 | EPFO Registration | Through AGILE-PRO-S | PAN, TAN, EPFO, ESIC |
| 10 | ESIC Registration | Through AGILE-PRO-S | PAN, TAN, EPFO, ESIC |
| 11 | GST Registration | Optional at incorporation; required by law in some cases | GST Registration |
| 12 | PTEC Registration | Through AGILE-PRO-S in Maharashtra | This guide |
| 13 | PTRC Registration | Through AGILE-PRO-S in Maharashtra | This guide |
| 14 | First auditor appointment | Within 30 days | Compliance for an OPC |
| 15 | Bank account documents | As early as possible | Current account documents |
| 16 | Form INC-20A | Within 180 days | Compliance for an OPC |
| 17 | Stamp duty on the share certificate | Before issue | Share certificates |
| 18 | Issue of the share certificate | Within 2 months | Share certificates |
Before filing: signatures and identity
1. Two Class 3 Digital Signature Certificates (DSC)
An OPC usually needs two DSCs: one for the sole member, who is normally also the director, and one for the nominee. The member-director signs the incorporation form and every later MCA form. The nominee is the Indian-citizen individual who becomes the member if the sole member dies or becomes incapable; their written consent in Form INC-3 is filed with the incorporation, and it is usually signed with the nominee's own DSC. A DSC is usually issued for one to three years, commonly two, and belongs to the individual. Read Digital Signature Certificate (DSC) and The nominee in an OPC.
2. One Director Identification Number (DIN)
The director needs a DIN, allotted through SPICe+ if they do not already have one. The nominee does not need a DIN unless they are also appointed as a director. The same rules apply as for any director:
- A person can hold only one DIN for life. A duplicate must be surrendered through Form DIR-5.
- DIR-3 KYC must be kept up to date, or the DIN is deactivated.
- If the company misses its annual filings for three continuous years, the director can be disqualified for five years under Section 164(2).
In an OPC there is often only one director, so all of this rests on one person. Read Directors and DIN.
Incorporation: what the Registrar approves
3. Name approval
The name is approved through SPICe+ Part A, and must include "(OPC) Private Limited". An approved name is reserved for a limited period, within which the incorporation must be filed. Read Choosing and approving a company name.
4. Memorandum of Association (MoA)
The MoA states the OPC's name, registered office state, objects and capital, and names the nominee. It is filed online with SPICe+ and signed by the member with their DSC.
5. Articles of Association (AoA)
The AoA set out the OPC's internal rules, such as how the director is appointed and how decisions are recorded. Read MoA and AoA in plain language.
6. Certificate of Incorporation
On approval, the OPC receives its Certificate of Incorporation with its CIN, date of incorporation, PAN and TAN. Read Certificate of Incorporation: download and check.
Tax and labour Registrations
7. PAN and 8. TAN
The OPC's PAN is its income tax identity, and TAN is needed when it deducts tax at source. Both are allotted through SPICe+ and shown on the Certificate of Incorporation.
9. EPFO Registration and 10. ESIC Registration
Through the linked form AGILE-PRO-S, the OPC is registered with the EPFO and ESIC. Contributions and returns begin once each law applies, which depends mainly on the number of employees. Read PAN, TAN, EPFO and ESIC after Company Registration.
11. GST Registration
GST Registration can be applied for through AGILE-PRO-S, or later on the GST portal. It is required once turnover crosses the threshold, or earlier in cases such as inter-state supply of goods or selling through e-commerce operators. Read Who must register for GST? and Company Registration vs GST Registration.
12. PTEC Registration (Professional Tax Enrolment Certificate)
Professional tax is a state tax. In Maharashtra, where AGILE-PRO-S also covers professional tax, an OPC takes a Professional Tax Enrolment Certificate (PTEC) and pays a fixed annual amount for itself. Directors may also need their own enrolment. The amount and due date are set by the state, so check the current position on the state's tax portal.
13. PTRC Registration (Professional Tax Registration Certificate)
The Professional Tax Registration Certificate (PTRC) is needed once the OPC employs staff whose salaries are above the state's limit. The OPC deducts professional tax from those salaries, deposits it and files returns as the state prescribes. Other states that levy professional tax have their own forms and rules.
After incorporation: the first six months
14. First auditor appointment
The first statutory auditor is appointed within 30 days of incorporation, after taking the auditor's written consent and eligibility certificate. The resolution and the appointment letter are the documents to keep. Every OPC needs an audit every year, whatever its turnover. Read Compliance for an OPC.
15. Bank account opening documents
The current account in the OPC's name usually needs the Certificate of Incorporation, PAN, MoA, AoA, a resolution and the director's KYC. Read Current account opening documents.
16. Form INC-20A (commencement of business)
Within 180 days of incorporation, the OPC files a declaration that the member has paid for the shares, with proof such as a bank statement. It should not start business or borrow before filing it.
17. Stamp duty on the share certificate
Since July 2020, stamp duty on the issue of shares is charged at (0.005%) under the Indian Stamp Act and paid to the state where the registered office is.
18. Issue of the share certificate
The member receives a share certificate in Form SH-1 within two months of incorporation. Read Issuing share certificates: Form SH-1 and stamp duty.
What else follows
- GST returns every month or quarter once the OPC is GST-registered, even with no sales. Read GST returns after Registration.
- Annual filings every year: audit, AOC-4, MGT-7A and the income tax return. Read Compliance for an OPC.
For the full process, see OPC Registration in India: step-by-step guide. The same breakdown for other structures is in Private Limited Company Registration: the 18 documents and Registrations and LLP Registration: the 8 documents and filings.
Key takeaways
- Two DSCs (member-director and nominee) and one DIN; one person, one DIN, for life.
- PAN, TAN, EPFO, ESIC, GST where needed and, in Maharashtra, PTEC and PTRC come through SPICe+ and AGILE-PRO-S.
- First auditor (30 days), share certificate (2 months) and INC-20A (180 days) complete the first six months.
Sources
- Companies Act, 2013: Section 2(62) and Section 3 (One Person Company), Sections 10A, 56(4), 139(6) and 155
- Companies (Incorporation) Rules, 2014: Rule 3 and Form INC-3 (nominee), SPICe+ and AGILE-PRO-S
- Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975 (PTEC and PTRC)
- Ministry of Corporate Affairs
- Maharashtra Goods and Services Tax Department (professional tax)
This page explains the law in simple words, for learning. It is not legal advice. Rules, fees and due dates change, so check the official source before you file. Spotted an error? Tell us on WhatsApp, and the page will be corrected.
Frequently asked questions
How many DSCs and DINs are needed for OPC Registration?
An OPC usually needs two Class 3 Digital Signature Certificates, one for the sole member-director and one for the nominee, and one DIN for the director. The nominee does not need a DIN unless they are also appointed as a director.
What is Form INC-3 in OPC Registration?
Form INC-3 is the written consent of the nominee, the Indian-citizen individual who will become the member of the OPC if the sole member dies or becomes incapable. It is filed along with the incorporation form, and a fresh INC-3 is filed whenever the nominee changes.
Is GST Registration compulsory for a new OPC?
No, not automatically. GST Registration can be applied for through AGILE-PRO-S at incorporation, but it is required by law only when turnover crosses the threshold or in specified cases, such as inter-state supply of goods or selling through e-commerce operators.
Does an OPC need to file INC-20A?
Yes. Like any company with share capital, an OPC must file Form INC-20A within 180 days of incorporation, declaring that the member has paid for the shares, with proof. It should not start business or borrow before filing it.
What are PTEC and PTRC?
They are professional tax Registrations in Maharashtra. PTEC (Professional Tax Enrolment Certificate) is for the company's own annual professional tax. PTRC (Professional Tax Registration Certificate) is for deducting professional tax from employees' salaries and depositing it. Other states that levy professional tax have their own rules.
