One Person Company (OPC) Registration in India

A One Person Company is a company with only one member, as defined in Section 2(62) of the Companies Act, 2013. It is incorporated under Section 3(1)(c) as a private company with a single subscriber to the memorandum, which also names a nominee. Like any company, it is a separate legal person with limited liability and perpetual succession.

Yes, in law. Section 3(1)(c) describes an OPC as a private company, and Section 2(68) applies to it except that the 200-member ceiling is irrelevant because it has one member. The words “(One Person Company)” must appear below the name wherever it is printed or engraved (Section 12(3), second proviso). The name ends with “Private Limited”, as Section 4(1)(a) requires; MCA’s SPICe+ kit writes it as “ABC (OPC) Private Limited”.

The nominee named in the memorandum becomes the member if the sole member dies or becomes incapable of contracting; that is how an OPC gets perpetual succession (Section 3(1), first proviso). The nominee gives prior written consent by filing a declaration in SPICe+ under Rule 4(2) as of 19 January 2023, and has no rights in the company while the member is alive and capable.

Yes, at any time. The member informs the company, which files Form INC-4 with the Registrar within 30 days, along with the new nominee’s consent as a declaration (Rule 4(5)). A nominee may also withdraw by written notice; the member then nominates another person within 15 days, and the company files INC-4 within 30 days (Rule 4(3) and 4(4)). The change does not alter the memorandum.

A proprietorship is not a separate legal person: the law does not distinguish the owner from the business, so liability is unlimited, and the business ends with the owner. An OPC is a body corporate under Section 9 of the Companies Act, 2013, with liability limited to the unpaid share amount and continuity through the nominee, in return for an audit, annual filings and recorded resolutions.

Only a natural person who is an Indian citizen, whether resident in India or living abroad, can be the member or the nominee of an OPC (Rule 3(1), Companies (Incorporation) Rules, 2014, as substituted w.e.f. 1 April 2021 by G.S.R. 91(E)). A company, LLP, trust, partnership, or minor cannot be a member or nominee (Rule 3(4)). A salaried employee can also form one, subject to any restriction in the employment contract.

Yes, if the NRI is an Indian citizen. The Companies (Incorporation) Second Amendment Rules, 2021 replaced the residence condition in Rule 3 with “whether resident in India or otherwise”, effective 1 April 2021. A foreign national, PIO or OCI who is not an Indian citizen still cannot form an OPC, and the company needs one director resident in India for 182 days (Section 149(3)).

No. A natural person can be a member of only one OPC at any time and can be the nominee of only one OPC (Rule 3(2)). If a nominee becomes the member of a second OPC because the first member died, the person must bring the position in line with Rule 3(2) within 180 days (Rule 3(3)).

No. Section 149(1) requires at least one director for an OPC, and the member is deemed the first director until directors are appointed (Section 152(1)). Up to 15 directors may be appointed. One director must stay in India for at least 182 days in the financial year (Section 149(3)); a sole director who lives in India satisfies this.

An OPC has no minimum paid-up capital. Two activity limits apply under Rule 3: no non-banking financial investment activity, including investing in the securities of another body corporate (Rule 3(6)), and no incorporation as, or conversion into, a Section 8 company (Rule 3(5)). A business needing sectoral approval, such as from the RBI or SEBI, declares this at incorporation (Rule 12).

Through the SPICe+ form (INC-32) on the MCA portal: Part A reserves the name and Part B applies for incorporation with the e-MOA (INC-33), e-AOA (INC-34), the Section 7(1)(c) declarations, the nominee’s consent declaration, DIN, PAN and TAN, and the AGILE-PRO-S registrations (Rules 12 and 38). The Central Registration Centre processes it, and the Registrar issues the certificate under Section 7(2).

Usually 7–10 working days once the documents are complete, plus another round if the Central Registration Centre requests a resubmission. The approved name is reserved for twenty days from the date of approval, under Section 4(5)(i) of the Companies Act, 2013, and SPICe+ Part B must be filed within that window. If the window lapses, file a fresh Part A. We therefore draft the MOA and AOA while the name is under approval so that Part B is ready to go. Name approval does not grant trademark rights; for that, file a trademark registration.

No MCA fee is payable on SPICe+ where the authorised capital is up to ₹15 lakh (Rule 38(2), second proviso, w.e.f. 18 March 2019); above that, the registration fee follows the slab in the Companies (Registration Offices and Fees) Rules, 2014. Name reservation costs ₹1,000. Stamp duty on the MOA and AOA is a State levy, and you buy the digital signature from a Certifying Authority at the market price. Setindiabiz’s professional fee starts at ₹2,499, plus GST.

The Stamp Act of the state where the registered office is located sets the rate. In Maharashtra, the AOA attracts 0.3% of the share capital (maximum ₹1 crore) and the MOA ₹1,000 when filed with it (Schedule I, Articles 10 and 39, Mah. Act 9 of 2025); in Karnataka, the AOA attracts ₹5,000 per ₹10 lakh of capital (maximum ₹1 crore), and the MOA a flat ₹5,000 when filed with it (Articles 10 and 33(a), Karnataka Act 4 of 2024, w.e.f. 3 February 2024).

Not any more. The Companies (Incorporation) Amendment Rules, 2023, dated 19 January 2023, replaced all references to Form INC-3 in Rule 4. At incorporation, the nominee’s consent is declared in SPICe+ (INC-32), and a new nominee’s consent is filed later in Form INC-4. Pages that still ask for INC-3 describe the pre-2023 procedure.

No. Section 96(1) requires every company other than a One Person Company to hold an AGM, and Sections 98 and 100 to 111 do not apply (Section 122(1)). The member passes resolutions by communicating them to the company and entering them in the minute book (Section 122(3)); with a sole director, a dated, signed minute-book entry is a valid board resolution (Section 122(4)).

Form AOC-4 within 180 days of the financial year end (Section 137(1), third proviso), signed by one director (Section 134(1)); the abridged annual return MGT-7A within 60 days of the date by which an AGM would have fallen due (Section 92(4); Rule 11(1)); the income-tax return by 31 October (Section 263, Income-tax Act, 2025); and director KYC every third financial year by 30 June (Rule 12A).

Yes. Section 139(1) of the Companies Act, 2013 requires every company to appoint an auditor, and Chapter X contains no exemption for a One Person Company. The audited financial statements are the ones filed in AOC-4 within 180 days of the year-end.

As a domestic company, for tax year 2026-27, the base rate is 25% where turnover in tax year 2024-25 did not exceed ₹400 crore and 30% otherwise (Finance Act, 2026, First Schedule, Paragraph E), or 22% under the optional Section 200 regime of the Income-tax Act, 2025 for a company that forgoes specified deductions; surcharge and cess apply. Dividends are taxed in the hands of the member (Section 92(2)).

An OPC must register for GST once its aggregate turnover exceeds ₹40 lakh (goods only) or ₹20 lakh (services), with lower limits in some special category States (Section 22, CGST Act, 2017, read with Notification 10/2019-CT). Inter-State sellers of goods must register regardless of turnover (Section 24). GST registration can be requested in SPICe+ through AGILE-PRO-S at incorporation.

No, not since 1 April 2021. The Companies (Incorporation) Second Amendment Rules, 2021 removed the compulsory conversion on crossing ₹50 lakh paid-up capital or ₹2 crore turnover and withdrew Form INC-5. An OPC can remain an OPC at any size and may convert to a private or public company at any time by altering its charter, adding the required members and directors, and filing Form INC-6 (Rule 6).

Yes. A private company other than a Section 8 company converts into an OPC by passing a special resolution, obtaining the written no-objection of its members and creditors, filing the resolution in Form MGT-14 within 30 days and filing Form INC-6 with the altered charter and the directors’ affidavit (Rule 7, as amended in 2021 and 2023). The earlier capital and turnover ceilings no longer apply.

A company that has not carried on business for the two preceding financial years, or has not started business within a year of incorporation, can apply to the Registrar, under Section 248 of the Companies Act, 2013, in Form STK-2, to have its name removed after settling its liabilities. A company with assets and liabilities can apply for voluntary liquidation under the Insolvency and Bankruptcy Code, 2016.

Four limits decide most cases. Only the member can hold shares, so a co-founder or investor must convert first. A person can be a member of only one OPC (Rule 3(2)). An OPC cannot carry on non-banking financial investment activity or become a Section 8 company (Rule 3(5) and 3(6)). The accounts are audited every year (Section 139), a cost a proprietorship does not incur.