OPC Registration in India (2026) – Process, Benefits, Documents & Compliance

India’s startup ecosystem has opened doors for individuals who want to launch their own ventures without needing co-founders. But for solo entrepreneurs, freelancers, and professionals, managing compliance and building credibility as a sole proprietorship often becomes a challenge. To solve this problem, the One Person Company (OPC) structure was introduced under the Companies Act, 2013.

An OPC allows a single person to establish a company with the same benefits as a Private Limited Company such as limited liability, separate legal entity, and higher business credibility without the need for multiple shareholders. It bridges the gap between a sole proprietorship and a full-fledged company structure.

Unlike informal businesses, an OPC can own property in its own name, enter into contracts, and enjoy recognition by banks, vendors, and clients. It also requires a nominee, who steps in to run the business in case the sole owner becomes incapacitated or passes away.

With the MCA’s SPICe+ system (MCA), registering an OPC is now a fully online process that can be completed in just 7–10 working days.

In this guide, we’ll cover the step-by-step OPC registration process, benefits, required documents, fees, compliance, and FAQs so you can decide whether this structure is the right fit for your business journey.

What is an OPC?

A One Person Company (OPC) is a unique business structure introduced under the Companies Act, 2013 to support solo entrepreneurs who want the benefits of a company without needing multiple shareholders. It is a hybrid model between a sole proprietorship and a Private Limited Company, designed for individuals who wish to operate independently but also want limited liability protection and formal recognition.

Key Features of an OPC

• Single Owner: Only one person can be the shareholder and sole owner of the company.
• Director Requirement: An OPC must have at least one director; the shareholder can also be the director.
• Nominee Requirement: The owner must appoint a nominee who will take over in case of death or incapacity to ensure continuity.
• Separate Legal Entity: The OPC can own property, sue or be sued, and enter into contracts in its own name.
• Limited Liability: Shareholder’s liability is limited to the amount invested in the company.

Eligibility for OPC Registration

• Only Indian citizens who are residents of India can register an OPC.
• An individual cannot incorporate more than one OPC or act as nominee in more than one OPC.

OPC vs Sole Proprietorship: While both are owned by a single individual, an OPC offers better credibility, limited liability, and legal protection compared to an informal proprietorship, making it more attractive for clients, vendors, and banks.

Benefits of OPC Registration

An OPC combines the ease of running a proprietorship with the legal and financial advantages of a company. Key benefits include:

1. Limited Liability Protection
   In an OPC, liability is restricted to the amount invested, protecting personal assets from business debts.
2. Separate Legal Entity
   The OPC itself can own property, open bank accounts, and enter contracts. This boosts credibility.
3. Easier Access to Loans
   Banks and NBFCs prefer registered companies; OPC registration improves chances of securing credit and tenders. (See our One Person Company overview.)
4. Perpetual Succession
   Nominee ensures continuity on owner’s death/incapacity the nominee steps in automatically. See annual compliance details here.
5. Brand Credibility and Recognition
   OPCs are taken more seriously than sole proprietorships which helps win bigger clients.
6. Eligibility for Schemes & Benefits
   OPCs can avail Startup India benefits, tax incentives, and other government schemes (Startup India).

Step-by-Step OPC Registration Process in India

The OPC registration is handled online via MCA’s SPICe+. Below are the steps:

Step 1: Obtain Digital Signature Certificate (DSC)

• Documents required: PAN, Aadhaar, email ID, mobile number, passport-size photo.
• Validity: 1–2 years.
• Timeline: 1–2 working days.

TaxRupees also offers DSC services — see Digital Signature service.

Step 2: Apply for Director Identification Number (DIN)

• DIN can be applied directly within the SPICe+ form during OPC registration.
• Requires identity proof, address proof, and photograph.
• Timeline: Same day as filing (if applied within SPICe+).

Step 3: Reserve Company Name

• File SPICe+ Part A to reserve the company name; you may apply for two names.
• Name must end with “(OPC) Private Limited” and should not conflict with existing names/trademarks.
• Timeline: 2–3 working days.

Always check MCA and Trademark database before finalizing a name (MCA: mca.gov.in).

Step 4: Draft MOA & AOA

Prepare Memorandum of Association (MOA) and Articles of Association (AOA) using MCA e-templates and get them ready for filing.

Step 5: File SPICe+ Part B Form

SPICe+ Part B includes:

• Director & shareholder details
• PAN & TAN application
• EPFO & ESIC registration
• Optional GST registration
• Bank account opening application (via AGILE-PRO-S)

Attach: ID proofs, address proofs, office documents, and nominee consent (Form INC-3). Pay government fees & stamp duty (state-dependent).

Step 6: Nominee Appointment

OPC requires a nominee whose consent (Form INC-3) must be filed. The nominee takes charge if the sole shareholder dies or becomes incapacitated.

Step 7: Certificate of Incorporation (CoI)

After ROC verification, the Registrar issues the Certificate of Incorporation (CoI) containing CIN, date of incorporation, PAN, and TAN. This legally establishes your OPC.

Step 8: Apply for PAN, TAN & Bank Account

• PAN & TAN are auto-generated with CoI.
• Open a current account using CoI, PAN, MOA, AOA, and a board resolution.

Step 9: Apply for GST (if applicable)

GST is mandatory if turnover exceeds ₹40 lakh (₹20 lakh for services). Apply via the GST portal (gst.gov.in) or via SPICe+.

Timeline Summary

Example Case: Sneha, a freelance designer, registered “CreativeNest (OPC) Private Limited” via SPICe+ and received CoI within 9 working days. With a business bank account and statutory recognition, she secured bigger clients and applied for Startup India benefits.

Documents Required for OPC Registration

All documents must be uploaded as scanned PDFs and digitally signed with DSC. Ensure consistency across documents to avoid rejections.

1. Identity Proof of Director & Shareholder

• PAN Card – Mandatory for Indian citizens.
• Passport – Mandatory for NRIs/foreign nationals (notarized & apostilled if required).

2. Address Proof of Director & Shareholder

• Aadhaar Card
• Voter ID
• Passport
• Driving License
• Bank Statement
• Utility Bill (electricity, water, gas, or landline)

3. Passport-Size Photographs

Recent color passport-size photos of the sole director/shareholder.

4. Proof of Registered Office

• Latest utility bill (not older than 2 months).
• If rented: Rent agreement + NOC from landlord.
• If owned: Sale deed or ownership papers.

5. Nominee Documents

• Nominee’s identity proof (PAN/Passport).
• Nominee’s address proof.
• Nominee consent: Form INC-3.

6. Company-Specific Documents

• Draft Memorandum of Association (MOA)
• Draft Articles of Association (AOA)
• DSC for director and nominee

Fees & Cost of OPC Registration in India

Costs depend on state of incorporation, authorized capital, and professional fees. Typical components:

1. Government Fees & Stamp Duty
2. DSC & DIN Charges
3. Professional Fees (CA/CS/service provider)

Post-Registration & Annual Compliance for OPC

After incorporation, OPCs must follow statutory compliances to remain legally valid:

1. Opening a Current Bank Account

• Documents: CoI, PAN, MOA, AOA, board resolution.
• All business transactions should flow through this account.

2. GST Registration (if applicable)

Mandatory if turnover > ₹40 lakh (₹20 lakh for services). Apply at gst.gov.in or via SPICe+.

3. Statutory Audit

Every OPC must undergo a statutory audit annually, regardless of turnover. See our detailed annual compliance guide here.

4. Annual ROC Filings

• Form AOC-4: Audited financial statements.
• Form MGT-7A: Annual return.
• Due dates typically fall within prescribed MCA timelines after FY end.

5. Income Tax Return (ITR) Filing

• OPC files annual ITR like other companies.
• Taxed at flat 22% (plus surcharge & cess) under the corporate tax regime.

6. Other Compliances

• TDS compliance where applicable.
• EPFO, ESIC, Shops & Establishment registrations if employees are hired.
• Report nominee updates to MCA as required.

Penalties for Non-Compliance: Late filing fees (₹100/day per form), director disqualification for repeated defaults, and possible strike-off by MCA.

Limitations of OPC

1. Restriction on Ownership: Only one shareholder allowed; nominee does not count as an additional shareholder.
2. Mandatory Conversion: If paid-up capital > ₹50 lakh or turnover > ₹2 crore, OPC must convert to a Private Limited Company. See comparison: OPC vs Pvt Ltd.
3. Limited Fundraising: OPC cannot issue equity to multiple investors - VC/angel funding is difficult unless converted to Pvt Ltd.
4. Compliance Burden: Statutory audit and ROC filings are mandatory annually (unlike LLP thresholds).
5. Eligibility Restrictions: Only resident Indian citizens can form an OPC - NRIs/foreign nationals are not eligible.

How TaxRupees Can Help

TaxRupees provides end-to-end OPC registration and compliance support so you can focus on building your business:

• Advisory on business structure (OPC vs LLP vs Pvt Ltd) — see comparison.
• Complete registration service (DSC, DIN, SPICe+, nominee consent INC-3) — start at OPC registration.
• Accurate documentation & MCA-compliant filings.
• Annual compliance support (AOC-4, MGT-7A, audit, GST, ITR).
• Transparent, startup-friendly pricing.

FAQs on OPC Registration in India

1. Who is eligible to register an OPC?

Only Indian citizens who are residents of India (staying at least 182 days in the previous financial year) can register an OPC. NRIs/foreign nationals are not eligible.

2. How many members are required to form an OPC?

An OPC can be formed with just one shareholder and one director (the same person can hold both roles). A nominee is also required.

3. What is the minimum capital required for OPC registration?

There is no minimum capital requirement; you can start with paid-up capital as low as ₹1.

4. How long does it take to register an OPC?

With proper documents, OPC registration usually completes in 7–10 working days via SPICe+ (MCA).

5. Can an NRI or foreign national register an OPC?

No. Only resident Indian citizens are eligible to form an OPC.

6. Is an OPC required to file annual compliance?

Yes. OPCs must file AOC-4 (financial statements), MGT-7A (annual return), and ITR. Statutory audit is mandatory annually.

7. Can an OPC be converted into a Private Limited Company?

Yes. If turnover exceeds ₹2 crore or paid-up capital crosses ₹50 lakh, conversion to a Private Limited Company is mandatory. Voluntary conversion is also possible earlier.

8. Can an OPC raise funding from investors?

No. An OPC cannot issue equity to multiple investors. To raise VC/angel funding you must convert to a Private Limited Company.

9. Can I use my home address as the registered office for OPC?

Yes. A residential address can be used if you submit a recent utility bill and a No Objection Certificate (NOC) from the property owner.

10. What are the tax rates applicable to OPC?

OPCs are taxed as domestic companies at a flat rate of 22% (plus surcharge & cess) under the corporate tax regime.

11. What is the role of a nominee in OPC?

The nominee takes over ownership if the sole shareholder dies or becomes incapacitated. Nominee consent must be filed in Form INC-3 at incorporation.

12. Is GST mandatory for OPC?

GST registration is mandatory only if turnover exceeds ₹40 lakh (₹20 lakh for services). Voluntary registration is allowed.

Still confused about OPC registration? TaxRupees experts can guide you step-by-step and handle all documentation and compliance hassle-free.