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Section 2(62) of Companies Act, 2013 & Companies (Incorporation) Rules, 2014

One Person Company (OPC) Registration

Fast-track One Person Company (OPC) incorporation under Section 2(62) of the Companies Act, 2013 on MCA V3. Enjoy limited liability protection, 100% solo founder ownership, nominee appointment (Form INC-3), zero MCA filing fee up to ₹15L capital, and turnkey ROC compliance.

CA Due Diligence
Official Portal Filing
State Stamp Advisory
One Person Company (OPC) Registration Statutory Advisory
Turnkey Statutory Filing
MCA & Tax Practice
Official Govt of India AuthorityCentral Registration Centre (CRC) & Registrar of Companies (ROC)

MCA V3 Official Portal (Ministry of Corporate Affairs)

The official Government of India electronic portal for One Person Company incorporation (SPICe+ Part A & Part B), nominee director consent filing (Form INC-3), DIN allocation, PAN/TAN generation, and post-incorporation ROC compliance.

Visit Govt Portal
STATUTORY OVERVIEW

One Person Company (OPC): Corporate Structure for Solo Founders

Introduced under Section 2(62) of the Companies Act, 2013, a One Person Company (OPC) revolutionized Indian entrepreneurship by empowering solo founders to operate as a full-fledged corporate entity with limited liability, independent legal personality, and perpetual succession—without needing a co-founder or secondary shareholder. Unlike an unorganized sole proprietorship where personal assets remain dangerously exposed to commercial liabilities, an OPC protects your personal home and savings behind the corporate veil. Governed by the Ministry of Corporate Affairs (MCA), an OPC requires just 1 member and 1 designated nominee, enjoys substantial statutory compliance exemptions (such as exemption from holding Annual General Meetings), and can be voluntarily converted into a multi-shareholder Private Limited Company at any point as the enterprise scales. At H A V N & COMPANY, our corporate advisory practice manages your turnkey MCA V3 filing from name reservation and nominee drafting to Certificate of Incorporation (COI) issuance.

DOCUMENTATION MATRIX

Mandatory Documents Checklist

Self-attested scanned copies required
1. Promoters / Partners / Directors KYC
  • ✓Permanent Account Number (PAN) Card of the Sole Member/Director and the Nominee (Mandatory)
  • ✓Identity Proof: Aadhaar Card / Valid Passport / Voter ID / Driving License of both Member and Nominee
  • ✓Residential Address Proof: Bank Statement / Electricity Bill / Telephone Bill (< 2 months old) for both
  • ✓Class 3 Digital Signature Certificate (DSC) for the sole founder
  • ✓Passport-sized colour photographs with clear background of Member and Nominee
  • ✓Consent to act as Director in Form DIR-2 and non-conviction affidavit in Form INC-9
2. Registered Office & Premises Proof
  • ✓Proof of Registered Office Address: Latest Electricity Bill / Gas Bill / Water Bill (< 2 months old)
  • ✓Registered Rent Agreement / Lease Deed executed on state non-judicial stamp paper (or ownership deed)
  • ✓Signed No-Objection Certificate (NOC) from the legal property owner permitting corporate usage
  • ✓Jurisdictional Police Station details for the company's registered office

3. Specific Statutory Declarations & Enclosures

  • •Form INC-3: Written statutory consent of the Nominee Director alongside PAN and address proof
  • •Custom e-MoA (INC-33) with Main Object clause and Nominee Succession clause
  • •Custom e-AoA (INC-34) governing internal rules, quorum, and management by-laws
PROCEDURAL ROADMAP

Step-by-Step Filing & Approval Process

Structured execution roadmap managed by our Chartered Accountants from pre-filing due diligence to certificate allotment.

01Day 1–2

Name Reservation & Nominee Advisory

Executing MCA V3 and trademark availability search; reserving name with mandatory suffix '(OPC) Private Limited' and obtaining Form INC-3 nominee consent.

02Day 2–3

DSC & Legal Charter Drafting

Issuing cryptographic Class 3 DSC, formulating bespoke e-MoA and e-AoA object clauses, and executing non-conviction affidavits (INC-9).

03Day 3–5

SPICe+ Part B & Multi-Agency Filings

Submitting integrated dossier for DIN allocation, PAN, TAN, GSTIN, EPFO, ESIC, and bank current account pre-approval with CA certification.

04Day 5–7

COI Allotment & Business Commencement

Central Registration Centre grants Certificate of Incorporation (CIN). Depositing capital and filing Form INC-20A within 180 days.

Key Statutory Advantages: Why Solo Entrepreneurs Choose OPC Over Proprietorship

An OPC bridges the gap between individual ownership and corporate credibility, delivering enterprise protection without management conflicts:

1. Limited Liability Protection

Corporate Veil

In an unorganized proprietorship, if business debts accumulate, courts can auction your personal house, car, and bank deposits. In an OPC, your liability is strictly capped at the unpaid face value of shares held.

2. Separate Juristic Personality & Asset Ownership

Legal Standing

An OPC is an independent legal entity capable of owning commercial real estate, patents, vehicles, and holding corporate contracts in its own name, completely segregated from the founder's personal estate.

3. Perpetual Succession via Nominee Director

Form INC-3 Succession

In sole proprietorships, the business dies with the owner. In an OPC, the designated Nominee automatically steps in as the sole shareholder-director upon the demise or incapacity of the founder, ensuring seamless continuity.

4. Significant Statutory Compliance Exemptions

Reduced Overhead

Under the Companies Act, 2013, OPCs are exempt from holding Annual General Meetings (AGM), exempt from preparing Cash Flow Statements, and annual financial statements require only one director's signature.

Voluntary Conversion into Private Limited Company: 2021 MCA Reform

Historically, OPCs were forced to convert into Private Limited companies if paid-up capital exceeded ₹50 Lakhs or average annual turnover exceeded ₹2 Crores.

Under the landmark Companies (Incorporation) Second Amendment Rules, 2021, the Government of India completely REMOVED these compulsory conversion ceilings. Today, an OPC can grow to any revenue scale without forced conversion, and can voluntarily convert into a multi-shareholder Private Limited Company at any time simply by filing Form INC-6.

NRI & Foreign Citizen Eligibility Rules

Under the amended incorporation rules, Non-Resident Indians (NRIs) who are Indian citizens are legally permitted to incorporate an OPC in India. The residency threshold for an Indian citizen to be considered 'resident in India' was also reduced from 182 days to just 120 days during the immediately preceding financial year.

ONGOING GOVERNANCE

Mandatory Post-Registration Compliances

Failing to complete statutory post-incorporation actions carries steep daily penalties. Our CA firm manages continuous compliance:

Board Resolution / Sec 173Within 30 Days of Incorporation

First Board Meeting

In an OPC with a single director, resolutions entered in the minute book and signed by the sole director constitute a valid meeting.

Form ADT-1 / Sec 139Within 30 Days of Incorporation

Statutory Auditor Appointment

Appointment of an independent Chartered Accountant firm as statutory auditor for annual financial audits.

Form INC-20A / Sec 10AWithin 180 Days of Incorporation

Commencement of Business Declaration

Mandatory verification filing with proof of share subscription deposit in the company's current bank account.

Forms AOC-4 & MGT-7AWithin 180 Days from Close of FY

Annual Financial & ROC Filings

Filing audited balance sheet, profit & loss, and simplified annual return (MGT-7A) with the Registrar of Companies.

FREQUENTLY ASKED QUESTIONS

Statutory FAQs & Practical Guidance

Authoritative answers to common questions regarding One Person Company (OPC) Registration.

Can an individual incorporate more than one One Person Company?
No. Under Rule 3(2) of the Companies (Incorporation) Rules, 2014, a natural person who is an Indian citizen cannot incorporate more than one OPC, nor can they be a designated nominee in more than one OPC at any given time.
Can an OPC raise equity funding from Venture Capitalists (VCs) or Angels?
An OPC can have only one shareholder by definition. If external angel investors or venture capitalists want to invest in equity shares, the OPC must first convert into a standard Private Limited Company by filing Form INC-6 and allotting shares to the new investors.
What is the role and liability of the Nominee Director in an OPC?
During the lifetime of the sole founder, the Nominee has zero management powers, zero ownership shares, and zero financial liability. The nominee only steps in as the member-director in the unfortunate event of the sole founder's death or permanent mental incapacity.
Can a sole founder change their Nominee Director later?
Yes. The sole member can change the nominee at any time for any reason by obtaining written consent from the new nominee (Form INC-3) and intimating the Registrar of Companies in Form INC-4.
PRACTICE ADVISORY TEAM

Ready to Initiate Your One Person Company (OPC) Registration?

Consult with our Chartered Accountants and corporate advisory team for complete statutory clarity, documentation verification, and fast-track portal submission.

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