OPC Registration —
One Founder, Limited Liability
One Person Company registration in India: who is eligible, the mandatory nominee, the SPICe+ incorporation process on MCA, the real cost, and the annual compliance you must keep up.
A One Person Company (OPC) lets a single Indian resident individual run a company with full limited-liability protection and a separate legal identity. It needs one member (also the director) plus one mandatory nominee (Form INC-3) — both must be Indian citizens and residents. There is no minimum capital; the government filing fee starts at Rs 500 and incorporation is done through the single SPICe+ form on MCA, which also allots PAN and TAN. Typical timeline is 7–12 working days.
Since 1 April 2021, the rule forcing an OPC to convert to a Private Limited Company once turnover crossed Rs 2 crore or paid-up capital crossed Rs 50 lakh has been removed. An OPC can now grow without a mandatory conversion and may convert to a private/public company voluntarily at any time. NRIs who are Indian citizens can also now form an OPC. Confirm the current position on mca.gov.in before filing.
OPC Eligibility & the Nominee Rule
An OPC can be formed by a natural person only — not by a company, LLP or trust. The member appoints a nominee who steps in if the member dies or becomes incapacitated.
| Criterion | Requirement |
|---|---|
| Who can incorporate | Only a natural person (individual) — one member who is also the sole director |
| Citizenship & residency | Indian citizen and resident; a resident is a person who stayed in India 120+ days in the preceding financial year |
| Nominee | Mandatory — another Indian resident individual, consent given in Form INC-3; becomes member on death/incapacity of the sole member |
| Multiple OPCs | A person can be member of only one OPC at a time (and nominee in only one) |
| Age | Member and nominee must not be a minor (18+) |
| Restricted activity | An OPC cannot carry out NBFC / investment-in-securities business |
Residency relaxed to 120 days (from 182) w.e.f. 1 Apr 2021 — verify the exact count for your case on mca.gov.in.
OPC vs Sole Proprietorship vs Private Limited
An OPC sits between an informal sole proprietorship and a full Private Limited Company. Use this to decide which fits your stage and funding plans.
| Feature | OPC | Proprietorship | Pvt Ltd |
|---|---|---|---|
| Limited liability | Yes | No | Yes |
| Separate legal entity | Yes | No | Yes |
| Owners / members | 1 + nominee | 1 | 2–200 |
| Separate registration | MCA (SPICe+) | None (owner's PAN) | MCA (SPICe+) |
| External fundraising | Limited | Nil | Best (equity) |
| Annual compliance | Medium | Low | High |
| Statutory audit | Yes (always) | Only if tax audit applies | Yes (always) |
Every registered company (including an OPC) needs a statutory audit under the Companies Act 2013 regardless of turnover; a proprietorship faces only a tax audit u/s 44AB when turnover crosses the limit.
An OPC suits you if
- You are a solo founder who wants limited liability and a corporate identity
- You want a company brand and better bank/vendor credibility than a proprietorship
- You are comfortable with statutory audit and MCA annual filings
- You plan to keep full ownership for now
Reconsider if
- You need to raise equity from investors soon — choose Pvt Ltd instead
- You want the lightest possible compliance — a proprietorship or LLP may fit
- You are not an Indian citizen/resident (you are then ineligible for an OPC)
- You want more than one shareholder from day one
Unsure between OPC, LLP and Private Limited?
Talk to a CA/CS →How to Register an OPC on MCA (SPICe+)
Incorporation runs through the integrated SPICe+ (INC-32) form on the MCA21 portal. It bundles name reservation, DIN allotment, incorporation, and — via the linked AGILE-PRO-S form — GST registration (optional), EPFO, ESIC, professional tax and bank-account opening. PAN and TAN are allotted automatically with the Certificate of Incorporation.
| Authorised capital | Govt. registration fee (approx.) |
|---|---|
| Up to Rs 1,00,000 | Rs 500 |
| Rs 1,00,001 – Rs 5,00,000 | Rs 2,000 |
| Rs 5,00,001 – Rs 10,00,000 | Rs 4,000 |
| Rs 10,00,001 – Rs 50,00,000 | Rs 10,000 |
Indicative MCA fee by authorised capital; state stamp duty on MOA/AOA, the DSC (Rs 1,000–2,000) and professional fees are separate. Confirm the live fee on mca.gov.in.
- Director PAN & Aadhaar
- Passport-size photograph
- Director address proof (bank statement / utility bill ≤ 2 months)
- Nominee PAN, Aadhaar & INC-3 consent
- Registered-office proof (utility bill ≤ 2 months)
- Rent agreement + owner NOC (if premises rented)
- Class-3 Digital Signature Certificate (DSC)
- Proposed company names (SPICe+ Part A)
Only the MCA (mca.gov.in) issues a Certificate of Incorporation. Beware sites promising a suspiciously low all-in price that hide DSC, stamp duty and audit costs, or ask you to pay a "government fee" on an unofficial portal. The genuine MCA filing fee is capital-based and paid on the MCA21 portal only.
Want your OPC filed end-to-end — DSC, SPICe+, MOA/AOA and INC-3?
Register My OPC →OPC Annual Compliance Checklist
An OPC has lighter compliance than a Private Limited Company — no Annual General Meeting is required — but it must still keep up its ROC and income-tax filings every year.
| Filing | What it is | When |
|---|---|---|
| AOC-4 | Financial statements filed with ROC | Within 180 days of financial-year end |
| MGT-7A | Abridged annual return (for OPC & small companies) | Within 60 days of the notional AGM date |
| ADT-1 | Auditor appointment intimation | Within 15 days of appointing the auditor |
| DIR-3 KYC | Director KYC on MCA | By 30 September each year |
| Income-tax return | ITR-6 for the company | By the ITR due date (with audit report) |
| Statutory audit | Books audited by a CA under Companies Act 2013 | Every year, regardless of turnover |
An OPC need not hold an AGM; the "notional AGM date" is used only to compute the MGT-7A due date. Verify current forms/dates on mca.gov.in.
A dormant or loss-making OPC still has to file AOC-4, MGT-7A, DIR-3 KYC and its income-tax return, and get a statutory audit. Missed MCA filings attract a flat late fee of Rs 100 per day per form with no cap, plus possible director disqualification — so budget for annual compliance from day one.
Already have an OPC and need annual filings done?
Get Compliance Help →OPC Registration — Frequently Asked Questions
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Register Your One Person Company — Fully Managed
Our CA/CS-led team handles the DSC, name approval, MOA/AOA, INC-3 nominee consent and the SPICe+ filing end-to-end, and keeps your OPC compliant afterwards — 100% online, across India.