One Person Company (OPC) Registration

Overview

A One Person Company (OPC) is a company with a single member, defined in Section 2(62) of the Companies Act, 2013. It lets one individual run a business through a separate legal entity with limited liability, perpetual succession through a nominee, and lighter compliance than a standard private company. Its name ends with "(OPC) Private Limited" and it is incorporated online through SPICe+ on the MCA portal.

Who needs it

• Solo founders, consultants, freelancers and professionals who want limited liability without bringing in a co-owner.
• Proprietors who want a corporate identity for bank, vendor or customer dealings.
• Resident Indians and, since April 2021, non-resident Indian citizens who want a single-owner company in India.

An OPC is not suited to raising outside equity: it cannot issue shares to investors, so founders planning to bring in partners or investors usually pick a private limited company directly.

What Zenith does

We listen first: your business, funding plans, expected turnover and whether you have a nominee in mind. If a private limited company or an LLP fits better we say so. After a tailored quotation you receive a relationship manager and a checklist specific to your case.

• Name proposal and availability check.
• DSC and DIN support for the sole director.
• Nominee documentation, including the INC-3 consent.
• MOA and AOA drafting, SPICe+ Part A and Part B filing, and handling ROC queries.
• Hand-over of the Certificate of Incorporation, CIN, PAN and TAN, with a first-year compliance calendar explained in plain language.

Timelines depend on completeness, complexity and authority processing; Zenith does not promise a government outcome.

Eligibility and key rules

Item	Rule
Member	One natural person who is an Indian citizen
Residency	After the 2021 amendment, resident means 120 days or more in India in the preceding financial year; NRI citizens can also incorporate an OPC subject to the rules (older sources quote longer day counts, so Zenith checks the current rule)
Age	18 years or above
Directors	At least one (the member can be the sole director)
Nominee	Mandatory; a resident Indian citizen who consents in INC-3 and can become the member on death or incapacity
One-OPC rule	A person can incorporate only one OPC and be nominee of only one OPC
Capital	No minimum paid-up capital
AGM	Exempt; board meetings are required once in each half-year
Conversion	Sources note that an OPC must move to a private or public company when paid-up capital passes ₹50 lakh or turnover passes ₹2 crore; Zenith confirms the current trigger when relevant

Documents required

• Member and director: PAN, one identity proof (Aadhaar, passport, driving licence or voter ID), address proof not older than two months, a passport-size photograph, and a Class 3 DSC.
• Nominee: PAN, identity proof, address proof and the signed INC-3 consent.
• Registered office: recent utility bill, ownership proof or rent agreement, and an NOC from the owner if the premises are not yours.
• Business details: three or four preferred names, business objects and proposed capital.

Process and timeline

1. Obtain a Class 3 DSC for the director.
2. Reserve the name under SPICe+ Part A; it must follow the "(OPC) Private Limited" format.
3. Collect the nominee's consent (INC-3) and documents.
4. File SPICe+ Part B with e-MOA, e-AOA, INC-9 and DIR-2 and pay fees and stamp duty. The DIN is allotted through the filing where it is applicable.
5. ROC scrutiny, followed by the Certificate of Incorporation with CIN, plus PAN and TAN.
6. After incorporation: open a current account, deposit the subscribed capital, appoint the first auditor within the prescribed period, and file INC-20A within 180 days where applicable.

Sources give anywhere from 7 working days to about 25 days, depending on resubmissions.

Government fees, penalties and due dates

• Government cost has four parts: the MCA filing fee, state stamp duty on the e-MOA and e-AOA (varies by state), DSC charges, and name reservation if filed separately. Sources place total statutory outlay at a few thousand rupees, but the amount changes with state and capital.
• Annual compliance for an OPC: AOC-4 within 180 days of the financial year end; MGT-7A within 60 days of the AGM date (OPCs do not hold an AGM, so the sources refer to the due date); DIR-3 KYC by 30 September; income tax return (ITR-6) by 31 October where audit applies.
• Late fee for AOC-4 and MGT-7A: ₹100 per day per form, with no maximum cap in the sources read.
• DIR-3 KYC missed: DIN deactivation and a late fee.
• Statutory audit remains mandatory; the cash flow statement is exempt below ₹2 crore turnover.

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• Missing or unsigned INC-3 nominee consent, the leading reason for resubmission.
• Name mismatches between PAN, Aadhaar and the SPICe+ form.
• Utility bills older than two months or a missing NOC for a rented office.
• Incorrect business activity (NIC) code.
• Planning to raise investor equity through an OPC, which the structure does not allow.
• Assuming compliance is optional because the company is dormant; filings are due regardless of activity.

FAQs