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Company Law & MCA Compliancevia MCA21

OPC Registration — One Person Company

OPC Registration

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SCOPEConfirmed in writing
TYPICAL TIMELINE12 days
DOCS REQUIRED4 documents
APPLICABLE TOIndividual

Regulatory Framework

Governed by Section 2(62) and Section 3(1)(c), Companies Act 2013, read with Rule 3, Companies (Incorporation) Rules 2014. Only a natural person who is an Indian citizen may incorporate an OPC. The Companies (Incorporation) Second Amendment Rules 2021, effective 1 April 2021, removed "resident in India" (defined as a stay of at least 120 days in India during the immediately preceding financial year, itself reduced from 182 days) as an eligibility bar on the promoter — opening OPC incorporation to Non-Resident Indians. Every OPC must nominate one person, named in Form INC-3 at incorporation, who becomes a member on the sole member's death or incapacity; the nominee must likewise be an Indian citizen. The same 2021 amendment removed the earlier mandatory-conversion triggers (paid-up capital exceeding ₹50 lakh, or average annual turnover exceeding ₹2 crore) and the two-year minimum holding period that previously applied before an OPC could voluntarily convert — an OPC may now convert to a private or public company at any time, by special resolution and an application in Form INC-6, with no financial threshold forcing conversion.

Overview

One Person Company (OPC) registration is the incorporation of a company with a single member under the Companies Act 2013 and the Companies (Incorporation) Rules 2014 — the company with one shareholder and one director, with the nominee, the SPICe+ form incorporation, the DIN and the DSC, and the registration of the company with the ROC. The OPC is the single-owner structure with the limited liability and the corporate form — the incorporation of the sole proprietor's business without the personal liability.

The OPC is the structure between the proprietorship and the full private company — the corporate identity, the limited liability and the separate existence of the company, with the single-member simplicity. The incorporation runs through the SPICe+ form with the nominee's consent, the DINs and the DSCs, and the registration is followed by the PAN, the TAN, the bank account and the GST. The choice between the OPC, the proprietorship and the private limited company is one of the first decisions a solo business makes.

The cost of the wrong structure is the liability and the compliance: the proprietorship that carried the personal liability into the growth, the private company with the compliance weight the solo business did not need, the OPC that was never formed and the business that ran without the corporate shield.

This service is for solo founders and businesses forming an OPC. We assess the fit of the OPC and the nominee requirement under the Act, obtain the DIN and the DSC, prepare and file the incorporation in the SPICe+ form, obtain the certificate of incorporation, and set up the PAN, the TAN, the bank and the GST — so the solo business starts with its corporate identity in place.

How It Works

  1. 1

    Structure & Eligibility Check

    We assess the OPC's fit and the nominee requirements.

    Harun Raaj & Associates does this2-3 days
  2. 2

    DIN, DSC & Name

    We obtain the DIN and the DSC and reserve the company name.

    Harun Raaj & Associates does this1 week
  3. 3

    SPICe+ Incorporation

    We prepare and file the incorporation in the SPICe+ form.

    Harun Raaj & Associates does this1-2 weeks
  4. 4

    Certificate of Incorporation

    We obtain the certificate of incorporation and the CIN.

    Government1-3 weeks
  5. 5

    Registrations & Setup

    We set up the PAN, the TAN, the bank account and the GST.

    Harun Raaj & Associates does this1-2 weeks

Frequently Asked Questions

Who is eligible to incorporate a One Person Company and are there any restrictions on the nominee?
Under Section 3(1)(c) read with Section 2(62) of the Companies Act 2013, only a natural person who is an Indian citizen and resident in India (i.e., present in India for at least 182 days in the preceding calendar year) is eligible to incorporate and be the sole member of a One Person Company. A person cannot be the member of more than one OPC simultaneously, as stipulated in Rule 3 of the Companies (Incorporation) Rules 2014. The nominee — who steps in as member on the death or incapacity of the sole member — must also be a natural person, an Indian citizen, and a resident, and must give prior written consent in Form INC-3. A minor cannot be a nominee for an OPC under Rule 3(3) of the Companies (Incorporation) Rules 2014.
What is the mandatory conversion rule if an OPC's turnover or paid-up capital crosses a threshold?
Under Rule 6(1) of the Companies (Incorporation) Rules 2014, an OPC is required to mandatorily convert into a Private or Public Limited Company if its paid-up share capital exceeds ₹50 lakh or its average annual turnover during the relevant period exceeds ₹2 crore. The OPC must file Form INC-5 with the Registrar of Companies within 60 days of the threshold being exceeded and simultaneously alter its Memorandum and Articles to reflect the new company type. Failure to convert within the prescribed period renders the company in default under Section 3(1) of the Companies Act 2013 and attracts penalties under Section 450. An OPC may also voluntarily convert into a Private Limited Company after two years from its date of incorporation under the proviso to Rule 6(2) by filing Form INC-6.
Does a One Person Company need to hold an Annual General Meeting every year?
No. Section 122(1) of the Companies Act 2013 explicitly exempts a One Person Company from the requirement to hold an Annual General Meeting. Any business that would otherwise be transacted at an AGM — adoption of financial statements, declaration of dividend, appointment of auditors — may be entered into the minutes book of the OPC and signed and dated by the sole member, and is treated as passed on that date. However, the OPC must still file annual financial statements in Form AOC-4 and an Annual Return in Form MGT-7A (applicable to OPCs and small companies as per Rule 11A of the Companies (Management and Administration) Rules 2014) with the Registrar of Companies within the prescribed time limits — 180 days from the closure of the financial year for financial statements under Section 137(1).
What are the tax rates applicable to an OPC and is it treated differently from a private limited company?
A One Person Company is a company for all purposes of the Income Tax Act 1961 and is taxed at the same rates as a domestic company. For AY 2026-27, the base tax rate is 22% under Section 115BAA (concessional regime, no exemptions) or 25% under Section 115BA for small manufacturing companies set up after March 1, 2016, or 30% under the regular regime, all plus applicable surcharge and 4% health and education cess. There is no separate tax rate or exemption for OPCs — the choice of tax regime must be exercised each year (or is irrevocable once certain elections are made). The OPC is also liable for Minimum Alternate Tax under Section 115JB at 15% of book profits if it is under the regular tax regime and its computed tax is lower than 15% of book profits.
Can an OPC accept deposits or take external funding from investors?
An OPC is a private company under Section 2(68) of the Companies Act 2013 and therefore cannot invite the public to subscribe to its securities or accept deposits from the public. It can accept deposits from its member (i.e., the sole member) subject to the limits and conditions applicable to private companies under the Companies (Acceptance of Deposits) Rules 2014. For equity funding, an OPC can issue shares only in a private placement under Section 42 of the Companies Act 2013 by passing a resolution and filing Form PAS-4 and PAS-5; however, since it can have only one member, equity investment from a VC or angel requires mandatory conversion to a Private Limited Company first, making OPC structurally unsuitable for external equity funding rounds.

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