How to Register a One Person Company
A One Person Company (OPC) is designed for solo entrepreneurs who want the protection of limited liability without the complexity of a multi-member company. Introduced under the Companies Act 2013, it allows a single individual to be both the sole member and director.
Before you start
- Indian citizen and resident (stayed in India ≥182 days in the preceding financial year)
- PAN Card of the proposed member
- Aadhaar Card linked to the member's mobile number
- Address proof for registered office (utility bill, rent agreement)
- Proposed nominee details (PAN + Aadhaar) — mandatory for OPC
Step-by-step
Obtain DSC for the Director
Secure a Class-3 Digital Signature Certificate (DSC) for the sole director from a licensed certifying authority. The DSC is essential for signing all MCA electronic filings.
Reserve Company Name via SPICe+ Part A
Log in to the MCA portal and file SPICe+ Part A to reserve your proposed OPC name. The name must include 'OPC Private Limited' as a suffix and must not conflict with existing trademarks or company names.
Prepare MoA, AoA and Nominee Consent
Draft the Memorandum of Association (MoA) and Articles of Association (AoA). Obtain written consent from the nominee (Form INC-3) — the person who will take over the OPC if the sole member becomes incapacitated or dies.
File SPICe+ Part B (Incorporation)
Complete SPICe+ Part B with the company's capital structure, registered office address, and director details. Attach eMoA (INC-33), eAoA (INC-34), INC-3 (nominee consent), and all KYC documents. AGILE-PRO-S simultaneously applies for PAN, TAN, GSTIN, and EPFO.
Pay Government Fees and Stamp Duty
Pay the applicable ROC filing fees and state-specific stamp duty online through the MCA portal. Fees depend on the authorised share capital declared.
Receive Certificate of Incorporation
The RoC issues the Certificate of Incorporation with a unique CIN once all documents are verified. The OPC is now legally incorporated and can open a bank account and commence operations.
Common mistakes to avoid
- Nominating a person who is already a nominee in another OPC — each individual can be nominee in only one OPC at a time.
- Selecting a name without the mandatory 'OPC Private Limited' suffix, causing automatic rejection.
- Not updating the nominee if the original nominee predeceases the member or becomes ineligible.
- Forgetting that an OPC must mandatorily convert to a Private Limited Company once its paid-up capital exceeds ₹50 lakh or turnover crosses ₹2 crore.
Frequently asked questions
Can an NRI form an OPC?
No. The sole member of an OPC must be an Indian citizen who has resided in India for at least 182 days in the immediately preceding financial year.
Is a nominee the same as a shareholder?
No. The nominee has no ownership rights during the member's lifetime. The nominee only takes over membership if the original member dies or becomes incapacitated.
What annual compliance does an OPC need to do?
An OPC must file Form AOC-4 (financials) and Form MGT-7A (annual return) each year. It must also get its accounts audited, even if turnover is nil.
Can I convert my OPC to a Private Limited Company later?
Yes — either voluntarily at any time or mandatorily when the paid-up capital exceeds ₹50 lakh or annual turnover crosses ₹2 crore.
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