One Person Company (OPC) Registration in India (2026): Eligibility, Nominee, SPICe+, Fees and Compliance

A One Person Company (OPC) lets a single founder run a business with limited liability and a separate legal identity, without finding a second shareholder. It is registered with the Ministry of Corporate Affairs (MCA) through the same SPICe+ web form used for private limited companies, with one extra piece: a nominee who takes over if you die or become incapable. This guide is for freelancers, consultants, solo manufacturers and traders, and Indian citizens living abroad. It covers the rules as they stand after the 2021 changes, how the nominee works, the SPICe+ steps, what the government actually charges, a priced first year, and how to convert later.

Quick answer

Any Indian citizen, resident or NRI, can register an OPC. You need one member, one director (it can be you), a nominee who signs consent in Form INC-3, and a DSC. File SPICe+ Part A and Part B on mca.gov.in. If authorised capital is ₹15 lakh or less, the MCA fee is zero. You pay PAN and TAN fees and state stamp duty, usually a few hundred rupees for small capital.

• No paid-up capital or turnover cap since 1 April 2021

• One person can form only one OPC and be nominee in only one

• No AGM, no cash-flow statement, but audit, AOC-4 and MGT-7A every year

• Convert to a private limited company any time by adding a member and a director

What is a One Person Company?

Section 2(62) of the Companies Act, 2013 defines a One Person Company simply as a company with only one person as a member. Legally it is a private company. It has its own PAN, bank account and contracts, it owns its assets, and the member's liability is limited to the amount unpaid on their shares. If the business fails, creditors can pursue the company's assets, not the founder's house or savings, unless the founder has personally guaranteed a loan.

The idea is to give a sole proprietor the protection and credibility of a company. Section 3(1)(c) allows one person to form a company by subscribing to the memorandum. The proviso adds a twist: the memorandum must name another person, the nominee, who becomes the member if the subscriber dies or becomes incapable of contracting. Every OPC must show "One Person Company" in brackets below its name wherever the name is printed, under section 12(3). In practice names are registered in the form "Sharma Tech Solutions (OPC) Private Limited".

OPC at a glance (2026)

1

Member and minimum directors

up to 15 directors allowed

₹0

MCA incorporation fee

capital up to ₹15 lakh

120 days

Stay to count as resident

rule 3, from April 2021

180 days from the close of the financial year

AOC-4 deadline

no AGM needed

What changed from 1 April 2021

Until March 2021, an OPC was a stepping stone with strict exits. Only resident Indians could form one, "resident" meant 182 days of stay in India, and an OPC had to convert into a private or public company once its paid-up capital passed ₹50 lakh or its average annual turnover passed ₹2 crore. Voluntary conversion was barred for the first two years.

The Companies (Incorporation) Second Amendment Rules, 2021, in force from 1 April 2021, changed all four points. The Press Information Bureau release of 3 February 2021 summarised the reforms:

• No growth caps. The ₹50 lakh capital and ₹2 crore turnover limits were removed, so an OPC never has to convert because it grew.
• NRIs allowed. Any natural person who is an Indian citizen, "whether resident in India or otherwise", can form an OPC.
• Shorter residency test. The stay needed to be treated as resident in India fell from 182 to 120 days in the preceding financial year.
• Convert any time. The two-year lock-in on voluntary conversion was dropped, and form INC-5 was omitted.

Many agent websites still quote the old limits. If someone tells you that your OPC must convert at ₹2 crore turnover, they are working from pre-2021 rules.

Who can form an OPC and who cannot

Rule 3 of the Companies (Incorporation) Rules, 2014 sets the eligibility conditions. Read them before you pay anyone, because an ineligible founder or nominee is a straightforward rejection.

The member must be a natural person and an Indian citizen. A company, LLP, trust or HUF cannot be the member of an OPC. Residence no longer matters for the member, so a software engineer in Dubai or a doctor in the UK who is still an Indian citizen can set one up. A foreign national cannot, and neither can an OCI cardholder who has given up Indian citizenship.

One OPC per person. No one can incorporate more than one OPC or be the nominee in more than one OPC. If you are already the member of an OPC and later become the member of a second one because you were its nominee and its member died, rule 3(3) gives you 180 days to bring yourself back within the one-OPC limit, usually by converting one of the companies into a private company or transferring it.

No minors. A minor cannot be the member or the nominee, and cannot hold shares with beneficial interest.

Restricted activities. An OPC cannot be incorporated as, or converted into, a section 8 (not-for-profit) company. It also cannot carry on non-banking financial investment activity, including investing in the securities of other companies. A consultancy, shop, workshop, e-commerce seller or software business is fine; an investment holding vehicle is not.

Director. The OPC needs at least one director and can have up to 15. The member can be the sole director. If you appoint other directors, the company is still an OPC as long as there is only one member. Because there is one director in most OPCs, section 173(5) says the board-meeting quorum rules do not apply where the board has a single director.

The nominee: consent, change and what happens on death

The nominee is the feature that makes an OPC different from any other company. The nominee does not own shares, does not manage the company and has no rights while the member is alive and capable. Their only role is to step in as member if the member dies or becomes incapable of contracting, so that the company does not end up without a shareholder.

Choosing the nominee. The nominee must meet the same tests as the member: a natural person, an Indian citizen, not a minor, and not already nominee in another OPC. Most founders name a spouse, sibling or adult child. The nominee's name goes in the memorandum of association.

Consent in Form INC-3. Rule 4 requires the nominee's written consent in Form INC-3. It is filed with the Registrar along with the memorandum and articles when the company is incorporated through SPICe+. Keep the nominee's PAN, an identity proof and an address proof ready, because the form asks for their details.

Changing or withdrawing. The member can change the nominee at any time by giving notice, and a nominee can withdraw consent by giving notice to the member and the company. In either case the member must name a new nominee with fresh INC-3 consent. The company then informs the Registrar in Form INC-4. The Act says a change of nominee is not treated as an alteration of the memorandum, so you do not need a special resolution for it.

When the member dies. The nominee becomes the member. They then nominate their own nominee and the company files the change with the Registrar. If the new member already has an OPC of their own, the 180-day rule above applies.

How to register an OPC through SPICe+

Registration is entirely online in MCA21 V3. There is no separate OPC form. You choose "One Person Company" as the company type in SPICe+ Part A, and the form then asks for the nominee's details. Because you, the member and director, are one person, you need only one Digital Signature Certificate for the founder, plus the DSC of the practising professional who certifies the form.

OPC registration step by step

1. 1

   Get a DSC and an MCA login

   Buy a Class 3 DSC for yourself. Register as a Business User on the MCA V3 portal with the same email you will use for the company, and associate the DSC with your PAN.

   Tip: NRIs need a DSC issued against their passport; allow extra time for video verification.

2. 2

   Pick and check the name

   Search MCA's Check Company/LLP Name service and the IP India trademark database. The name will carry '(OPC) Private Limited'.

3. 3

   Reserve the name in SPICe+ Part A

   Choose company type One Person Company, class private, category limited by shares, and enter NIC codes for your main business. A Part A name is held for 20 days once approved.

   Open SPICe+
4. 4

   Fill Part B with nominee details

   Enter capital, registered office, your details as subscriber and director (a DIN is allotted if you have none) and the nominee's details. Attach the signed INC-3 consent, KYC and office proof.

5. 5

   Complete the linked forms and pay

   Fill the e-MoA (INC-33), e-AoA (INC-34), INC-9 declaration and AGILE-PRO-S (INC-35). Affix DSCs, upload and pay one challan covering fee, stamp duty, PAN and TAN.

6. 6

   Receive the certificate

   The Central Registration Centre approves or asks for resubmission. The certificate of incorporation arrives with CIN, PAN and TAN, and EPFO and ESIC codes from AGILE-PRO-S.

The AGILE-PRO-S form also opens a current account with one of MCA's integrated banks and lets you apply for GSTIN. Apply for GST only if you need it now, because registration starts monthly or quarterly returns straight away. Our GST registration guide explains the thresholds.

Approval times are not published. A clean OPC application usually clears in one to two weeks; that is a practitioner estimate. The common resubmission reasons are the same as for any company: a name too close to an existing one, a utility bill older than two months, an address proof not in the owner's name, or a mismatch between the capital in the MoA and Part B. For OPCs, a missing or unsigned INC-3, or nominee details that do not match the nominee's PAN, are additional reasons to be sent back. Our private limited company registration guide lists the name rules and rejection grounds in more detail.

Documents you need

The document list is short, but each item must be current and consistent. The address on your ID, the PAN and the form must match; spelling differences in a father's name or date of birth are a common cause of delay.

Documents for OPC registration

0/7

• Member/director: PAN (passport for NRIs), Aadhaar or other ID, and address proof not older than two months
• Passport-size photograph of the member/director
• Nominee: PAN, ID proof, address proof and signed consent in Form INC-3
• Registered office proof: electricity, water, gas or telephone bill not older than two months
• Rent agreement and NOC from the owner naming the proposed company, if the premises are not yours
• Overseas address proof notarised or apostilled, if the member lives outside India
• Trademark owner's consent, if the name uses a registered mark

Share Print

Fees and stamp duty: what an OPC costs to register

The MCA fee depends on authorised capital. Under the Companies (Incorporation) Rules, companies incorporated with authorised capital up to ₹15 lakh pay no fee for SPICe+, the e-MoA and the e-AoA. This applies to OPCs exactly as it does to other companies. Above that limit, the fee is charged on a slab basis under the Companies (Registration Offices and Fees) Rules; use MCA's Enquire Fees service for the exact figure. The single challan also carries the PAN fee of ₹66 and the TAN fee of ₹65. If you reserved the name separately in Part A first, you will already have paid ₹1,000.

Stamp duty is a state levy on the MoA and AoA, based on where the registered office is, and SPICe+ calculates it for most states. Two examples:

• Delhi: MoA duty ₹200; AoA duty 0.15% of authorised capital (max ₹25 lakh).
• Maharashtra: AoA duty 0.3% of share capital (max ₹1 crore), raised in October 2024; a small fixed duty also applies to the MoA.

Other states charge flat amounts or slabs. For the small capital that most OPCs choose, duty in most states is in the hundreds of rupees, not thousands. Confirm the figure SPICe+ shows before you fix your capital.

Worked example: a Delhi OPC's first year

Ritu, a Delhi-based UX designer, forms "Ritu Design Studio (OPC) Private Limited" with ₹1 lakh authorised and paid-up capital, filing Part A and Part B together. Her government outlay at incorporation is ₹481: ₹0 MCA fee, ₹131 for PAN and TAN, ₹200 MoA duty and ₹150 AoA duty (0.15% of ₹1 lakh). The bigger costs are the DSC and professional help, which are market prices, not government fees.

Two lessons come out of this. The government charges are small; the recurring cost of an OPC is audit and compliance support, which a proprietorship does not have. And late filing is expensive: AOC-4 and MGT-7A attract an additional fee of ₹100 a day for each form, with no upper cap, so a few months' delay can cost more than the whole year's government fees.

Note also that ROC fees step up with capital. At less than ₹1 lakh capital each form costs ₹200; at ₹1 lakh to below ₹5 lakh, ₹300. Choosing ₹99,000 instead of ₹1 lakh saves ₹100 a form, but a round figure is easier for banks and investors to read. Either is defensible.

Compliance after incorporation

An OPC gets several concessions that a two-member private company does not. It is not a reason to skip anything; the remaining deadlines are enforced automatically through MCA's late fees. The first-year calendar below assumes a company incorporated mid-year.

OPC compliance calendar

Within 30 days

Board (you) appoints the first auditor; file ADT-1 within 15 days of the meeting

Within 60 days

Issue the share certificate to the member

Within 180 days

File INC-20A with proof that the subscription money reached the company's bank account

Each half of the calendar year

At least one board meeting, 90+ days apart (not required if there is only one director)

Within 15 days of the board meeting

Inform the Registrar of contracts with the sole member recorded in the minutes (s.193)

Within 180 days from the close of the financial year

AOC-4: audited financial statements adopted by the member

By late November

MGT-7A annual return, within 60 days of the date an AGM would have been due

Every 3 years

Director KYC, once every three financial years, by 30 June

No AGM. Section 96 exempts OPCs from holding an annual general meeting. Under section 122, any resolution that other companies pass in a general meeting is passed by the member communicating it to the company and entering it in the minute book, with the date signed. Board business can be recorded the same way when there is one director.

Lighter financial statements. An OPC need not prepare a cash-flow statement (section 2(40)). The financial statements can be signed by one director, and the annual return by that director where there is no company secretary. It files AOC-4 within 180 days from the close of the financial year of the year end, which works out to 27 September for a March year end, and MGT-7A, the short annual return.

Still needs an audit. Every company, OPC included, must have its accounts audited by a chartered accountant. The CARO report and auditor rotation do not apply to OPCs, which keeps the audit simpler. See our statutory audit guide for what the auditor checks.

Contracts with yourself. Section 193 is OPC-specific. If the company contracts with its sole member who is also its director, outside the ordinary course of business, the terms must be in writing or recorded in the minutes of the next board meeting, and the Registrar must be told within 15 days of board approval. A loan from you to your company, or a lease of your property to it, are typical examples.

Lower penalties. Section 446B caps penalties for OPCs, small companies and start-ups at half of the normal penalty, subject to a maximum. It softens mistakes; it does not excuse them.

How an OPC is taxed

For income tax an OPC is a domestic company, not an extension of its owner. It files ITR-6 every year, whether or not it made a profit. Most small companies opt for the concessional corporate rate of 22% (+ surcharge & cess), the regime that was section 115BAA of the 1961 Act and is carried into the Income-tax Act, 2025 that applies from 1 April 2026. With surcharge and cess this works out to a little over 25% of profit. The alternative is the normal company rate, with deductions allowed.

The founder pays tax separately on what they take out. A salary paid to you as director is a deductible expense for the company and taxable in your hands. Dividends are taxed in your hands at your slab rate. Many founders compare the two using the startup cost calculator and their CA's projections. The key point is that a profitable OPC whose owner earns in the top personal slab can come out ahead by retaining profits in the company. A low-profit OPC can pay more total tax and compliance cost than a proprietorship.

A tax audit under the income-tax law is separate from the company audit. It applies when turnover crosses ₹1 crore, or ₹10 crore where cash receipts and payments are each within 5% of the total. The presumptive scheme for small businesses is not available to companies, so an OPC always keeps full books.

Converting an OPC, and converting into one

OPC to private or public company. Since 1 April 2021 you can convert at any time. Bring in at least one more member and one more director (seven members and three directors for a public company). Alter the memorandum and articles by resolution, file the resolution in MGT-14, and apply in INC-6. The Registrar issues a fresh certificate. The company keeps its identity, assets, contracts, licences and bank accounts; only its name loses "(OPC)" and its articles change. Founders usually convert when an investor or co-founder joins, or when they want an ESOP pool.

Private company to OPC. A private company, other than a section 8 company, can convert into an OPC by special resolution after getting written no-objection from its members and creditors. It files the resolution in MGT-14 within 30 days and applies in INC-6 with the altered MoA and AoA, creditors' NOCs and a director's affidavit. The old paid-up capital and turnover conditions for this route were also removed in 2021. This suits a two-person company where one partner has exited.

Proprietorship to OPC. There is no direct conversion route under the Companies Act. You incorporate the OPC and then transfer the proprietorship's business to it under a business transfer agreement. Income-tax relief for the transfer depends on conditions, so plan it with a CA rather than moving assets informally.

OPC vs private limited, LLP and proprietorship

The OPC sits between a proprietorship and a private company. The table compares what single founders usually ask about.

OPC compared with other structures

Point	OPC	Private limited	LLP	Proprietorship
Minimum owners	1 member + nominee	2 members	2 partners	1
Limited liability	Yes	Yes	Yes	No
Raise equity / ESOPs	Only after converting	Yes	Limited	No
AGM	Not required	Required	Not applicable	Not applicable
Annual audit	Always	Always	Above ₹40 lakh turnover or ₹25 lakh contribution	Only tax audit above limits
Income tax	Company rate	Company rate	30% firm rate	Individual slabs
Registration	SPICe+ (MCA)	SPICe+ (MCA)	FiLLiP (MCA)	None needed

Minimum owners

OPC

1 member + nominee

Private limited

2 members

LLP

2 partners

Proprietorship

1

Limited liability

OPC

Yes

Private limited

Yes

LLP

Yes

Proprietorship

No

Raise equity / ESOPs

OPC

Only after converting

Private limited

Yes

LLP

Limited

Proprietorship

No

AGM

OPC

Not required

Private limited

Required

LLP

Not applicable

Proprietorship

Not applicable

Annual audit

OPC

Always

Private limited

Always

LLP

Above ₹40 lakh turnover or ₹25 lakh contribution

Proprietorship

Only tax audit above limits

Income tax

OPC

Company rate

Private limited

Company rate

LLP

30% firm rate

Proprietorship

Individual slabs

Registration

OPC

SPICe+ (MCA)

Private limited

SPICe+ (MCA)

LLP

FiLLiP (MCA)

Proprietorship

None needed

Choose an OPC if you are a single founder who wants limited liability and a company name on contracts, expects to retain profits, and may later bring in partners or investors. Choose a proprietorship if profits are modest and you want the lowest cost and paperwork. If you have a partner from day one, compare a private limited company with an LLP.

Common mistakes and how to avoid them

Naming a nominee who is not eligible. A nominee who is already nominee in another OPC, is a minor or is not an Indian citizen will get the application sent back. Check before you file and get the INC-3 signed with details matching their PAN exactly.

Mixing personal and company money. The OPC is a separate person. Paying household bills from the company account, or business bills from your savings account without recording a loan or reimbursement, creates audit problems and can be treated as a deemed dividend or undisclosed income. Open the current account through AGILE-PRO-S and route all business money through it.

Forgetting INC-20A. Until INC-20A is filed with proof that your subscription money reached the company account, the OPC cannot start business or borrow. It must be filed within 180 days of incorporation, and the penalty for missing it is steep.

Assuming an OPC is cheaper than a proprietorship. It usually is not. The government fees are small, but audit, ROC filings and ITR-6 cost money every year. Run the numbers on your expected profit first.

Ignoring the other registrations. Apply for Udyam registration for MSME benefits, register for professional tax where your state requires it, and register your brand as a trademark. Company name approval does not stop someone else trademarking the same word.

Official links

• SPICe+ incorporation (MCA V3)Reserve the name and file Part B with the nominee's INC-3
• Check Company/LLP NameFree name availability check
• Enquire FeesExact MCA fee for your capital
• PIB: MCA amends One Person Companies rules (2021)Official summary of the April 2021 changes
• Companies Act, 2013 (India Code)Sections 2(62), 3, 96, 122, 137, 173, 193

What to do next

Shortlist a few distinctive names with our business name generator and check them on MCA and IP India. Line up your nominee and their documents, get your DSC, and decide your capital with your state's stamp duty in mind. Budget the full first year, not just registration, with the startup cost calculator. Once the certificate arrives, appoint the auditor within 30 days and diarise INC-20A, AOC-4 and MGT-7A straight away.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

What is the government fee for one person company registration in 2026?

If the OPC's authorised capital is ₹15 lakh or less, MCA charges no filing fee for SPICe+, the e-MoA and the e-AoA. You still pay the PAN fee (₹66), the TAN fee (₹65) and your state's stamp duty on the MoA and AoA. In Delhi, for ₹1 lakh capital, that duty is about ₹350. A DSC and any professional fee are extra.

Can an NRI register a one person company in India?

Yes. From 1 April 2021, any natural person who is an Indian citizen can form an OPC, whether resident in India or not. A non-resident Indian citizen qualifies; a foreign national, including an OCI cardholder who is not an Indian citizen, does not. The nominee must also be an Indian citizen. Rule 3 still uses a 120 days stay test to decide who counts as resident in India.

Is there a turnover or capital limit for an OPC?

Not any more. Until March 2021, an OPC had to convert into a private or public company once its paid-up capital crossed ₹50 lakh or its average annual turnover crossed ₹2 crore. Those limits were removed from 1 April 2021, so an OPC can now grow without any capital or turnover ceiling and convert only when it wants to.

Who can be a nominee in an OPC, and is consent required?

The nominee must be a natural person, an Indian citizen and not a minor. They cannot be nominee in more than one OPC. Their written consent in Form INC-3 is filed with the incorporation papers. If the sole member dies or becomes incapable of contracting, the nominee becomes the member. You can change the nominee later; the company then informs the Registrar in Form INC-4.

Does an OPC need an audit and an AGM?

An OPC does not hold an annual general meeting; section 96 exempts it, and resolutions are recorded in the minute book instead. Its accounts must still be audited by a chartered accountant every year. It files AOC-4 within 180 days from the close of the financial year and the short annual return MGT-7A, and it needs no cash-flow statement.

How do I convert an OPC into a private limited company?

From 1 April 2021 an OPC can convert at any time; the two-year wait is gone. You bring in at least one more member and one more director, alter the MoA and AoA by resolution, and file the resolution in MGT-14 and the conversion application in INC-6 with the Registrar. The company keeps its CIN history, PAN, bank accounts and contracts.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 9 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.MCA amends One Person Companies (OPCs) rules — Press Information Bureau (Ministry of Corporate Affairs) · accessed 9 October 2026
2. 2.The Companies Act, 2013 — India Code (Legislative Department) · accessed 9 October 2026
3. 3.Companies (Incorporation) Rules, 2014 — rule 3 (One Person Company) — CAIRR (Companies Act ready reckoner) · accessed 9 October 2026
4. 4.Companies (Registration Offices and Fees) Rules, 2014 — Table of fees — CAIRR (Companies Act ready reckoner) · accessed 9 October 2026
5. 5.Companies (Incorporation) Second Amendment Rules, 2021 — rule 7 conversion (summary) — SCC Online · accessed 9 October 2026
6. 6.Maharashtra Stamp (Amendment) Ordinance, 2024 — Government of Maharashtra (via PRS Legislative Research) · accessed 9 October 2026
7. 7.Stamp duty on increase of authorised share capital (Delhi) — B S Amrish & Associates · accessed 9 October 2026
8. 8.SPICe+ — incorporation services — Ministry of Corporate Affairs · accessed 9 October 2026