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OPC Registration

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Registration of One Person Company (OPC). Setindiabiz provides consultancy and support for the incorporation of OPCs. On a call with our expert advisors, learn about eligibility, process, cost, timeline, and the list of documents required to set up OPCs.
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IMPORTANT DISCLAIMER

We are a professional consulting firm specialising in company registration, taxation, accounting, payroll, compliance, and intellectual property rights (IPR) services to assist new and existing businesses in India. We provide our professional services at a reasonable fee, explaining the eligibility, process, and documents required for setting up and maintaining a business. We also prepare and file necessary applications with relevant government agencies such as the Registrar of Companies (ROC) and the Income Tax Department. We do not directly provide government documents or represent ourselves as a government agency.
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Overview of One Person Company (OPC) Registration

  • Professional Fee
Rs. 3,499/- (Best Fee Guaranteed by Setindiabiz)
  • Government (ROC) Fee
The government fee for One Person Company (OPC) Registration depends on three factors. Our experts will help you calculate the cost of OPC Incorporation in India. The factors affecting cost are as follows:
  • Number of Directors
  • Authorised Capital
  • State of Proposed Registered Address
  • Cost Calculator
https://www.setindiabiz.com/online-one-person-company-registration
  • Timeline
3-7 Working Days after complete documentation.
  • Eligibility
  • Shareholders: Only One.
  • Directors: 1 To 15.
  • A Registered Address
  • Unique Name
  • Adequate Capital (No Min or Max Limit)
  • Stepwise Process
Stepwise Process of OPC Incorporation
  • Make Digital Signature
  • Choose New & Unique Name
  • Prepare MOA, AOA & Declarations
  • Submit the Spice Plus form to ROC
  • Issue of Certificate of Incorporation
  • Documents Required
Documents Required to Register OPC Company.
  • Passport size colour photo
  • PAN Card (Mandatory)
  • Identity Proof of Directors and Shareholder
  • Proof of Residence of Directors and Shareholder
  • Proof of Registered Office Address
  • NOC from the owner of registered office premises

Get started with OPC Incorporation in India.

To register a one-person company in India, you must first understand its meaning. A One Person Company or OPC is a Private Limited Company incorporated under the Companies Act of 2013. It is owned by a single shareholder who is entitled to a 100% share of its profits. So, if you do not want to share your ownership, a one-person company can be your best choice!

Features of One-Person Company

Single-owner

Limited Liability

Distinct Management Structure

Entitlement to 100% Profits

Perpetual Succession through Nominee

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Eligibility Criteria for OPC Incorporation

Partnership

Single Shareholder

The shareholder may be an individual capable of entering into a contract or legal entity.

2 to 15 Director

The directors are responsible for overseeing the operations and ensuring compliance.

One Resident Director

One director must be a resident of India and stay there for at least 120 days.

Unique Name of Company

The company name must be unique and distinct from others, whether a company or LLP.

Pre-Defined Capital

No minimum capital level is prescribed. However, the incorporation fee is based on capital.

Legal Object of Activity

The proposed business activity of the LLP must be Legal and well-defined in the LLP Agreement.

Note:
  • Only natural persons/Individuals and indian citizens can be a shareholder
  • The sole shareholder will have to nominate a nominee during the incorporation process
  • The shareholder can change the nominee of OPC subsequently.

Only Indian Citizens can incorporate OPC in India.

Section 2(62) of the Companies Act, 2013, and Rule 3(1) of the Companies (Incorporation) Rules, 2014, clearly provide that only a “natural person” who is an Indian citizen can be the shareholder of an OPC. Therefore, a foreign citizen can not open a one-person company. Prior to 2021, the sole member of an OPC was to be an Indian citizen and resident in India. This meant that the person had to have stayed in India for at least 182 days in the previous financial year.
However, the Companies (Incorporation) Second Amendment Rules, 2021, relaxed the residency requirement, allowing Non-Resident Indians (NRIs) to establish OPCs in India. The following is the current position with respect to nationality.

Indian Citizens

An Indian Citizen, regardless of their residential status (resident or non-resident), can incorporate an OPC in India.

Foreign Nationals

Foreign Citizens/nationals can not incorporate OPC in India.

List of Documents For OPC Incorporation

As experienced consultants specializing in company registration, we at Setindiabiz recognize the significance of documentation in facilitating a seamless and successful registration process for an One Person Company. To simplify the process for our clients, we have created a comprehensive table below that outlines all the essential documents needed for the incorporation process.

Director & Shareholders Documents

  • Passport size colour photo
  • PAN Card (Mandatory)
  • Proof of Identity (any one of the below)
  • Passport
  • Aadhar Card
  • Driving License
  • Voter ID
  • Proof of Residence (Any one of the below)
  • Bank Statement
  • Electricity Bill
  • GAS Bill
  • Telephone Bill
  • Mobile Bill

Proof of Registered Office Address

  • Proof of Property Ownership
  • Electricity Bill
  • Telephone Bill
  • GAS Bill
  • Mobile Bill
  • NOC from the Owner of Premises
Note: Address proof for the promoter and registered office premises should be latest bill. In any case, older than 60 days are not acceptable. The bill must have the full name and complete address on it.

OPC Incorpration on Communication Address

A one-person company can be established using a “communication address” even before finding a permanent office. This temporary address allows you to initiate the formalities while looking for the perfect premises. It’s important to note that within 30 days of incorporation, you must set up a physical “registered office” in the same state and submit Form INC-22 to the Registrar of Companies (ROC) to report the address change officially.

Process for OPC Registration in India

The OPC Registration Process is completed by following a series of steps. We have listed below the logical steps required for setting up your business as a single-owner company, a “One Person Company.
STEP
01

Documentation for OPC Incorporation

The One-Person Company registration process begins with preparing all necessary documentation. To register for OPC in India, you will need the promoters’ basic KYC documents and the registered office documents. Refer to the list of documents above for complete information. Also, since the application is to be signed digitally, ensure the promoters have their Class 3 digital signature certificates.
STEP
02

Select a name for your one-person company

The next step in the OPC Registration process is selecting a valid name for the OPC as per MCA guidelines. After selecting the name, you must get it approved and reserved by the ROC. For this, an application can be filed in PART A of the SPICE Plus form to the ROC. Once the name is reserved, it is valid for 20 days, and the OPC must be incorporated within this time.
STEP
03

Drafting of MOA and AOA for Incorporation.

MOA is the constitution of the one-person company, and the AOA is its document of internal rules and regulations. These essential OPC documents must be submitted during the one-person company registration process. So, make sure these are drafted beforehand in the appropriate legal format. All shareholders must sign them and stamp them by a public notary after paying the applicable stamp duty.
STEP
04

Filing application for OPC Registration Online

Once all the documents and drafts are ready, you can finally file the SPICe+ application for OPC incorporation online. The form must be accompanied by the necessary documents and drafts, uploaded in their digital formats. Finally, the authorised director can sign the form using his class 3 Digital Signature Certificate. The form is further certified by a practising professional such as a CA, CS, CMA or Advocate of the High Court.
STEP
05

Issue of Certificate of Incorporation

After submission, the SPICE Plus application reaches the office of the Registrar of Companies (ROC). The ROC examines all the details and documents submitted for accuracy and authenticity. If satisfied with the submissions, the ROC approves the application and proceeds with the OPC Company Registration process. It registers the OPC and issues a Certificate of Incorporation in its name.

What is One Person Company Registration Fees in India?

One Person Company Registration fees depend on the company’s nominal share capital. However, while calculating the overall cost, registration fees is only one factor. We have other factors which raise the overall cost of OPC registration in India. These include the following:

Cost of Digital Signature: The OPC Company Registration form is signed by one of the company's authorised directors. For this, he uses his class 3 Digital Signature. We provide Class 3 Digital Signatures for all promoters of the OPC.

DIN of Directors: All Directors of the OPC must possess their DIN or Director Identification Numbers. DIN is a mandatory information to be submitted by all directors in OPC registration form.

Stamp Duty Payment: Documents like MOA and AOA submitted during OPC registration must be stamped and notarised. Stamp Duty applicable in the jurisdiction must be paid for this purpose.

Name Approval:The Cost of Name Approval is also an important factor contributing to the overall cost of OPC registration. This cost is fixed at Rs.1,000 per application.

Benefits of a One Person Company Registration

If you are going for single person company registration, a One Person Company should be your clear choice! Wondering Why? Go through the table below explaining all OPC benefits in detail and you will get your answer. From Sole Ownership Control to Limited Liability, OPC benefits are huge and numerous. They not only extend to its owner, but all other stakeholders like directors, creditors, and customers.

Sole Ownership

The single shareholder is entitled to pocket all the profits of the company.

Limited Liability

The liability of the sole owner is restricted to his subscribed capital only.

Easy Credit Facilities

Banks and Financial Institutions prefer to lend to legally registered entities

Easy to incorporate

The process of incorporation is extremely simple and 100% online

Smooth Management

The sole shareholder exercises full control over decision making in an OPC

Perpetual Existence

An OPC can be indefinitely succeeded by the nominee of each shareholder

OPC vs Sole Proprietorship

Both Sole Proprietorship and OPC are single-owner businesses in India. However, OPC is clearly a better choice for a single entrepreneur owing to several factors. These include easy incorporation, distinct legal identity, limited liability and so on. The table below draws a comprehensive and detailed comparison between the two businesses and highlights their pros and cons. It is insightful enough to help you make an informed choice.

One Person Company (OPC)

Pros

  • Distinct Legal Identity
  • Limited Liability
  • Separate Management Structure
  • Perpetual Existence
  • No Sharing of Profits
  • Transparent Operations
  • Easy to Incorporate

Cons

  • Limited Investment Potential
  • Greater Compliances
  • FDI Not Permitted
  • Restricted Business Operations (OPCs cannot carry out Non-banking financial activities)

Sole Proprietorship

Pros

  • Easy to Set Up
  • No Requirement of Formal Incorporation
  • No Sharing of Profits
  • Lesser Compliances
  • Full Control Over Management

Cons

  • No Distinct Identity
  • Unrestricted Liability
  • No Separate Management Structure
  • Limited Investment Potential
  • Limited Investment Potential
  • Limited Period Existence
  • FDI not Permitted
  • Cannot Get Recognised as Startup by the DPIIT

FAQs

Before a One Person Company occupies any premises as its registered address, a no objection certificate must be obtained from its owner. While filing the application for OPC Pvt Ltd registration, you are required to submit the NOC issued by the owner.
Download the format of NOC here.
A One Person Company is a single owner business akin to a Proprietorship Firm. However, unlike a proprietorship, the liability of the sole shareholder of an OPC is limited. MoDecision-makinga proprietor, the sole shareholder of the OPC does not get involved in the management of the business. The management is controlled by directors in an OPC. We have prepared a comprehensive and detailed comparison table for all forms of businesses, for your better understanding.
To register OPC in India, you are required to pay OPC Registration fees to the ROC. This depends on the company’s authorised capital. The overall cost of OPC company registration also includes the costs of DSC, DIN, and stamp duty on MOA and AOA.

No. A person can become a member in only one OPC.

An OPC can be inherited by the nominee of the shareholder after his death. Every successive shareholder of the OPC must choose a nominee immediately after he assumes the office. No individual can be appointed as a nominee, unless he gives his consent in INC-3 form. The consent of the nominee along with his notice of appointment must be submitted to the ROC in INC-4 form.

OPC Registration in India is an online application based process. The applicant is required to navigate through the following steps to complete it:

  1. Visit the MCA website and Login
  2. Access the online SPICE Plus Form
  3. File PART A for Name Approval of OPC and PART B for its registration
  4. Upload all necessary documents and DSC of the authorised director
  5. Submit the Form and obtain the OPC Registration Certificate in two weeks.

For OPC incorporation in India, following forms must be signed by directors and the sole shareholder. All the forms/formats must be printed on plain A-4 size paper and signed in blue ink.

  1. Consent from all the directors in form DIR 2
  2. Declaration of Promoter for not accepting deposits from public
  3. INC 9 declaration by the first directors, or in their absence the current directors
  4. Subscriber Sheet, MOA & AOA
  5. Consent of the Nominee in Form INC 3
Before a One Person Company occupies a registered office, a no objection certificate must be obtained from its owner. While filing the application for OPC Pvt Ltd registration, you are required to submit the NOC issued by the owner. Download the format of NOC here.

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