OPC Registration Online: Start Your One Person Company

Section 2(62) of the Companies Act, 2013 defines a One Person Company as a company that has only one person as a member. Section 3(1)(c) lets a single person form such a company, and calls it a private company. So an OPC is a private limited company with one owner instead of two or more.

The law treats the OPC as a separate legal person. It has its own name, CIN, PAN and TAN. It can open a current account, sign contracts and own assets in its own name. Your personal assets are not normally at risk for its business debts. That is the main difference from a sole proprietorship, where you and the business are one and the same.

Three features make an OPC different from a regular Pvt Ltd company:

• One member only: all the shares are held by one individual.
• A nominee: the memorandum must name another person who will become the member if the owner dies or cannot contract.
• A special name tag: the second proviso to Section 12(3) says the words "One Person Company" must appear in brackets below the name wherever it is printed or affixed.

Key terms on this page

• Member: the single shareholder who owns the OPC.
• Nominee: the person named to take over the shares on the member's death or incapacity.
• SPICe+ (Form INC-32): the MCA web form used to reserve the name and incorporate the company.
• DSC and DIN: the digital signature used to sign the forms, and the director's identity number.
• CRC: the Central Registration Centre of the MCA, which processes new incorporation forms.

You can read Sections 2(62) and 3 in the official text of the Companies Act, 2013 (India Code).

An OPC fits a solo founder who wants limited liability and a company name, but does not plan to bring in a partner or investor soon. Freelancers, consultants, traders, small manufacturers and one-person agencies often fit this profile.

• Choose an OPC if you work alone, want your personal assets kept apart from business risk and want clients to see a registered company.
• Choose a Private Limited Company if you have a co-founder or plan to raise equity or give ESOPs in the next year or two.
• Choose an LLP if two or more professionals want limited liability with lighter rules and no investor plans.
• Choose a proprietorship if the business is very small and low risk, and you want the lowest cost for now.

A full side-by-side comparison of every structure is on our company registration page. If you are still unsure, our expert will help you decide on the first call before you pay anything.

The eligibility rules come from Rule 3 of the Companies (Incorporation) Rules, 2014. They are strict, so check them before you start.

Who can be the member and the nominee

• Only a natural person: a company, LLP, trust or firm cannot form an OPC.
• Indian citizen only: the member and the nominee must be Indian citizens, whether resident in India or not (Rule 3(1)).
• One OPC per person: a person can be a member of only one OPC at a time and a nominee in only one OPC (Rule 3(2)).
• 180-day rule: if a member of one OPC becomes a member of another because they were its nominee, they must meet the one-OPC limit within 180 days (Rule 3(3)).
• No minors: a minor cannot be a member or nominee, or hold shares with beneficial interest (Rule 3(4)).

What an OPC cannot do

• It cannot be formed as, or converted into, a Section 8 (non-profit) company (Rule 3(5)).
• It cannot carry on non-banking financial investment activity, including investing in the securities of other companies (Rule 3(6)).

Minimum requirements

Name rules

The name of an OPC must end with "Private Limited" under Section 4(1)(a). In practice, approved OPC names carry "(OPC) Private Limited" at the end. The name must not be identical or too similar to an existing company, LLP or registered trademark. Words that suggest a link with the government, or words like "Bank" or "Insurance", need extra approval. We usually suggest two names, each with a clear brand word and a word that describes your activity.

Before 1 April 2021, only an Indian citizen living in India could form an OPC. The Companies (Incorporation) Second Amendment Rules, 2021, notified on 1 February 2021 and in force from 1 April 2021, changed this. Rule 3(1) now allows an Indian citizen "whether resident in India or otherwise" to form an OPC and to act as nominee.

What the 2021 amendment changed

• NRIs allowed: Indian citizens living abroad can now be the member or the nominee.
• Shorter residence test: the meaning of "resident in India" in Rule 3 dropped from 182 days to 120 days of stay in the preceding financial year.
• No forced conversion: the old rule that forced an OPC to convert once paid-up capital crossed ₹50 lakh or average turnover crossed ₹2 crore was removed.
• No two-year wait: the bar on voluntary conversion within two years of incorporation was removed (Rule 3(7) omitted).

Who still cannot form an OPC

Foreign nationals cannot form an OPC or be its nominee. An OCI cardholder who is not an Indian citizen is also not eligible. A foreign citizen who wants a company in India should look at a Private Limited Company instead.

The resident director point NRIs often miss

Section 149(3) still applies to an OPC. Every company must have at least one director who stays in India for at least 182 days in the financial year. For a new company, this is checked proportionately at the end of its first financial year. So an NRI who lives abroad all year usually appoints a resident Indian as a second director. That person is a director only. They do not own any shares.

Documents and money from abroad

• A valid passport is the main identity proof. A PAN is also given if the NRI has one.
• Overseas address proof, such as a bank statement or utility bill, is needed.
• Documents signed abroad are usually notarised and apostilled, or attested by the Indian embassy.
• Share money sent from abroad must follow FEMA rules. We explain the repatriable and non-repatriable routes on the call, and the bank completes its own checks.

The nominee is what makes an OPC possible. The first proviso to Section 3(1) says the memorandum must name another person, with that person's prior written consent, who will become the member if the subscriber dies or becomes unable to contract. This keeps the company alive, which is called perpetual succession.

Who can be a nominee

• An adult Indian citizen, resident in India or abroad.
• A person who is not already a nominee in another OPC.
• Often a spouse, parent, sibling or trusted family member. The law does not require a relative.

The nominee has no rights in the company while the member is alive and able. They do not own shares, sign forms or take part in decisions.

How consent is given

For many years, the nominee gave consent in a separate Form INC-3. That is why most people still call it the INC-3 consent. Since the January 2023 amendment to Rule 4(2) (G.S.R. 42(E), in force from 23 January 2023), the nomination and consent are filed as a declaration inside SPICe+ (INC-32), along with the e-MoA and e-AoA. The same amendment omitted Form INC-3, so consent for a later change is given as a declaration in Form INC-4. We draft the consent, get it signed by the nominee and attach it to the filing. You do not file a separate form.

Changing the nominee later

Under the fifth proviso to Section 3(1), changing the nominee is not treated as changing the memorandum. So no special resolution or MoA amendment is needed.

Benefits

• Limited liability: your risk is limited to the share capital you put in, in normal cases.
• Full control: you make every decision. There is no partner to outvote you.
• Separate legal entity: contracts, bank accounts and assets stand in the company's name.
• Perpetual succession: the nominee steps in, so the business does not end with the owner.
• Credibility: clients, banks and large buyers can verify the company on MCA records.
• Lighter compliance: no AGM, fewer board meetings, simpler financial statements and penalties capped at half under Section 446B.
• Room to grow: you can convert into a Pvt Ltd company at any time when you add a co-founder.
• Clear accounts: company money is kept apart from personal money, which helps with loans and audits.

Limits you should know

• No equity funding: only one shareholder is allowed, so you cannot issue shares to investors or ESOPs to staff without converting first.
• Audit every year: a statutory audit is needed even with low or zero turnover (Section 139).
• Company tax rates: profit is taxed at company rates, not at your personal slab rates. Presumptive schemes for individuals do not apply.
• Some activities barred: non-banking financial investment is not allowed, and an OPC cannot become a Section 8 company.
• One OPC per person: you cannot run a second OPC in your name.
• Higher running cost than a proprietorship: yearly ROC filings, audit and bookkeeping add cost.

If the limits matter more to you than the benefits, read the short guide in the section above on choosing the right structure.

Keep clear scans or phone photos of these papers. Names, dates of birth and addresses must match across all documents.

Forms we prepare for you

• SPICe+ Part A (name) and Part B (incorporation), Form INC-32
• e-MoA (INC-33) and e-AoA (INC-34)
• Declaration and affidavit by the subscriber and first director (INC-9)
• Consent of the director (DIR-2) and nominee consent declaration
• AGILE-PRO-S (INC-35) for GSTIN, EPFO, ESIC, professional tax and bank account, as applicable

A home address can be the registered office. If the house is not in your name, you also need an NOC from the owner along with the utility bill.

The whole process is online. You do not visit any government office. Here is the exact path we follow.

1. Free first call: our expert checks your eligibility, nominee, capital and state. You get our fee and the expected government fees in writing.
2. KYC check: you share documents on WhatsApp or email. We check every name, date and address for mismatches before filing.
3. Digital signature: a DSC is issued to the member (and any other director) after video and OTP verification by a licensed certifying authority.
4. Name search and Part A: we search the MCA and trademark records, then file SPICe+ Part A with two names. If the name is clearly unique, Part A and Part B can be filed together.
5. Drafting MoA and AoA: we write the object clause in plain words that match your business. The AoA is adapted for a single member and the nominee.
6. Nominee consent: we prepare the nominee's consent and attach it as the declaration required under Rule 4(2).
7. SPICe+ Part B: we enter capital, office, member, director and nominee details. DIN is allotted through the form, so no separate DIN application is needed.
8. AGILE-PRO-S: we add EPFO and ESIC details, professional tax where your state has it, the bank account request and GSTIN if you want it now.
9. Signing and payment: forms are signed with DSC. We pay the government fee and stamp duty on the MCA portal and share the challan.
10. CRC review: if the Registrar marks the form for resubmission, we fix it and refile within the allowed time.
11. Certificate of Incorporation: the certificate (INC-11) is emailed with the CIN. PAN and TAN are issued with it.
12. Handover: you get a checklist for the bank account, share certificate, auditor and INC-20A.

The MCA explains SPICe+ Part A, Part B and the linked forms in its own MCA SPICe+ guide (PDF). You can also check your application status with the SRN on the MCA portal.

Most OPCs are incorporated in about 7 to 15 working days from the day we get complete documents. The table shows each stage. Government processing time is outside our control, so treat these as usual ranges, not promises.

An approved name is reserved for 20 days under Rule 9. It can be extended under Rule 9A for a fee if you need more time. Delays at the end usually come from the bank account or GST registration, not the incorporation itself.

These sums are paid to the government or to third-party providers. They are shown separately because they are not part of TaxCaller's fee. We pay them for you at actual and share every receipt.

How stamp duty works

Stamp duty is a state levy. It depends on the state of your registered office and on the authorised capital. For states linked with the MCA system, it is paid with the SPICe+ fee in one challan. A share certificate issued later may also need stamp duty under state law. Keeping authorised capital at ₹1 lakh to ₹10 lakh usually keeps the duty low. You can raise it later when you need to.

For a typical OPC with ₹1 lakh authorised capital, the MCA filing fee is nil. The main government cost is the name fee and your state's stamp duty. Your state's exact figure is shared on the first call.

TaxCaller's fee covers our professional work only. TaxCaller's fee for OPC registration starts at ₹2,299 + GST. You pay government fees (name reservation fee, MCA filing fee if any, stamp duty and PAN/TAN fees) separately, at actual. Nothing is added later without your approval.

When the fee can change

• An NRI member or nominee, where papers come from abroad
• A second director needing a DSC and DIN
• Authorised capital above ₹15 lakh, which brings an MCA fee
• Name resubmissions caused by a name you insist on after our advice

The prices for each plan are shown in the plan cards on this page. Yearly compliance such as audit support, ROC returns and bookkeeping is a separate service. See accounting and bookkeeping for that.

The Companies Act gives an OPC several exemptions that a regular private company does not get. This is a big reason solo founders choose an OPC over a two-member Pvt Ltd company.

What is not relaxed

• Audit: a statutory audit by a practising auditor is still needed every year.
• Books of account: proper books must be kept at the registered office under Section 128.
• Contracts with yourself: under Section 193, a contract between the OPC and its sole member who is also a director must be in writing or recorded in the minutes, unless it is made in the ordinary course of business. The Registrar must be informed within 15 days of board approval.
• Tax returns: the income tax return, TDS returns and GST returns are the same as for any company.

Registration is only the start. These duties keep your OPC in good standing and avoid the penalties in the next section.

One-time tasks after incorporation

Every year

Tax filings

An OPC is taxed as a domestic company. It must file an income tax return every year, even with a loss or no business. Returns for financial year 2025-26 follow the Income-tax Act, 1961. From tax year 2026-27, the Income-tax Act, 2025 applies. A company can choose the concessional 22% rate (plus surcharge and cess) if it gives up certain deductions. See our income tax filing service.

If you deduct tax on rent, salary or professional fees, quarterly TDS returns are due. If you take a GSTIN, monthly or quarterly GST returns follow. Official tax rules are on the Income Tax Department website.

An OPC pays lower penalties than a regular company, but the defaults are the same. The table lists the ones new owners meet first.

How Section 446B helps an OPC

Section 446B says an OPC, a small company, a startup company or a producer company pays not more than half of the penalty in the relevant section. The maximum is ₹2 lakh for the company and ₹1 lakh for an officer in default. The additional fee for late forms is a fee, not a penalty, so it is not halved.

A simple yearly calendar avoids most of these. We share one with every client after incorporation.

Section 18 lets a company of one class convert into another class by changing its memorandum and articles. The details for OPCs are in Rules 6 and 7 of the Companies (Incorporation) Rules, 2014, as substituted from 1 April 2021.

OPC into a Private or Public Limited Company (Rule 6)

• When: any time. There is no capital or turnover trigger and no two-year wait since 2021.
• Members and directors: raise members to at least 2 and directors to at least 2 for a private company (7 members and 3 directors for a public company).
• Resolution: the member passes a resolution under Section 122(3) to alter the MoA and AoA.
• Form: file Form INC-6 with the altered MoA and AoA, the resolution, consents of new members and directors, a list of creditors and the latest audited accounts.
• Result: the Registrar approves the form and issues a fresh certificate. Under Section 18(3), the company's existing debts, liabilities and contracts continue.

Private company into an OPC (Rule 7)

• The company passes a special resolution in a general meeting.
• Members are reduced to one, and a nominee is named.
• Directors give an affidavit that all members and creditors have consented to the conversion.
• Form INC-6 is filed with this affidavit and the other documents that Rule 7 lists.
• A Section 8 company cannot convert into an OPC.

Proprietorship into an OPC

There is no direct conversion route under the Companies Act. You incorporate a new OPC and transfer the business to it, usually through a business transfer agreement. Assets, GST registration, bank accounts and contracts then move in steps. We plan this on the call if you already run a proprietorship.

A converted Pvt Ltd company may still count as a small company. Since 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore is a small company (G.S.R. 880(E)). It keeps several reliefs, such as MGT-7A and two board meetings a year.

A few avoidable mistakes cause most of the delays. We check each of these before filing.

• Ineligible nominee: a minor, a foreign citizen, or a person already a nominee in another OPC.
• Second OPC: the member already owns another OPC. The MCA system catches this.
• No resident director: an NRI member with no director who stays 182 days in India.
• Weak name: a plain dictionary word, or a name close to an existing company or trademark.
• Old address proof: a bill more than two months old is not accepted.
• Owner mismatch: the person named on the bill or deed must be the one who signs the NOC.
• Name spelling: the name and date of birth must match across PAN, Aadhaar and DSC.
• Barred activity: objects that include investment in securities or lending.
• Vague objects: the main object should describe your real business in clear words.
• Unattested foreign papers: NRI documents without apostille or embassy attestation.
• Too much capital: a high authorised capital raises stamp duty with no benefit.
• Shared contact details: the director needs a personal mobile number and email.

After incorporation, the two most common slips are forgetting INC-20A and missing the 30-day auditor appointment. Put both in your calendar on day one.

These are the official changes and proposals in 2026 that matter to an OPC owner. We follow the rules in force today and will update this page when new ones are notified.

1. Director KYC moved to once in three years (in force)

The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 (G.S.R. 943(E), dated 31 December 2025) ended the yearly DIR-3 KYC with effect from 31 March 2026. KYC is now due once every three financial years, by 30 June. A change in mobile number, email or address must be updated within 30 days.

2. New Income-tax Act from 1 April 2026 (in force)

The Income-tax Act, 2025 replaced the 1961 Act from 1 April 2026. It uses the term "tax year" in place of previous year and assessment year. An OPC's return for financial year 2025-26 is still filed under the 1961 Act. Income from 1 April 2026 falls under the new Act.

3. Draft Companies (Incorporation) Amendment Rules, 2026 (not yet in force)

The MCA issued a draft with a public notice dated 8 April 2026 and took comments until 9 May 2026, as stated in the PIB release of 17 April 2026. The proposals that touch OPCs are:

• Removing the directors' affidavit now needed when a company converts into an OPC.
• Omitting Rule 7A, the provision on criminal liability that applies only to OPCs.
• Merging INC-4 (nominee and member change) into a new combined change form, and INC-6 (conversion) into a combined conversion form.
• Allowing DIN for up to five directors in SPICe+, up from three.

As of November 2026, we have not seen a final notification in the Gazette. Until it is notified, the current forms and rules apply.

4. Corporate Laws (Amendment) Bill, 2026 (pending)

This Bill was introduced in the Lok Sabha on 23 March 2026 and sent to a Joint Committee of Parliament, which presented its report on 3 August 2026. PRS Legislative Research does not show it as passed, and as of November 2026 it is still pending. It proposes only one board meeting in each calendar year for OPCs, small companies and dormant companies, under an amended Section 173(5). It would also let the government prescribe a penalty below one-half under Section 446B. It is not law yet, so the current two-meeting rule still applies.

5. Higher small company limits (from December 2025)

G.S.R. 880(E) raised the small company limits to ₹10 crore paid-up capital and ₹100 crore turnover from 1 December 2025. This matters when your OPC grows and converts, as the new Pvt Ltd company is likely to keep small company reliefs.

OPC registration is a central process. SPICe+ is filed on the MCA portal and processed by the Central Registration Centre, whichever state you are in. After incorporation, your company falls under the Registrar of Companies (ROC) for your state. For example, the ROC Kanpur covers Uttar Pradesh, including Ghaziabad and Noida, and the ROC Delhi covers Delhi and Haryana, including Gurugram.

Two things still change by state:

• Stamp duty: each state sets its own duty on the MoA, AoA and share certificates.
• Professional tax: some states, such as Maharashtra, Karnataka and West Bengal, levy it. Delhi and Uttar Pradesh do not.

Our office is in Ghaziabad, and we work online with founders across India. If your registered office is in a state with special rules, our expert will tell you the exact stamp duty and any extra registration on the first call.

• A real, registered firm: TaxCaller India LLP (LLPIN AAQ-7388) runs TaxCaller, which has worked with clients since 2018.
• Honest structure advice: if a proprietorship or LLP suits you better than an OPC, we say so.
• Fee told upfront: our fee and the government fees are shown separately before any work begins.
• Eligibility check first: we confirm the member, nominee and resident director rules before you pay for a DSC.
• Expert review: Abhinay Rai, Advocate, reviews this page and our process.
• One expert, start to finish: the same person handles your DSC, name, filing and Registrar queries.
• Fully online: send documents on WhatsApp or email, and sign with your DSC wherever you are.

Have a question before you start? Contact us for a free call with our expert.

Most new OPCs need a few more registrations in the first months. Each one has its own page.

• GST Registration: needed once turnover crosses the limit, or for interstate supply of goods and most online selling. Official rules are on the GST portal.
• MSME (Udyam) Registration: a free registration that supports loans, tenders and protection against delayed payments.
• Trademark Registration: protects your brand name and logo. A company name alone does not.
• Accounting and Bookkeeping: books kept monthly so the yearly audit goes smoothly.
• GST Return Filing: your monthly or quarterly GST returns after you get a GSTIN.
• Income Tax Filing: the yearly return of your OPC.
• Private Limited Company Registration: when you are ready to add a co-founder or investor.
• Free tools: fast checks to run before you choose a name or file.