One Person Company (OPC)

What is a One Person Company?

A One Person Company (OPC) is a unique business structure introduced under Section 2(62) of the Companies Act, 2013. It allows a single individual to form and operate a company with limited liability — combining the simplicity of sole proprietorship with the legal protection of a private limited company.

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Salient Features of One Person Company

1. Single Member Structure

• Only one natural person can be the sole member and shareholder.
• The member must be a Resident Indian Citizen (i.e., residing in India for at least 182 days in the preceding financial year).
• Foreign nationals and NRIs are not eligible to incorporate an OPC.

2. Limited Liability

• The liability of the member is limited to the amount of unpaid share capital subscribed by them.
• Personal assets of the member are protected from business liabilities.
• This is the key advantage over a Proprietorship where the owner bears unlimited personal liability.

3. Separate Legal Entity

• An OPC is recognised as a separate legal entity distinct from its owner/member.
• It can sue and be sued in its own name, enter contracts, own property, and hold bank accounts.
• Perpetual succession is ensured through a mandatory Nominee Director.

4. Nominee Requirement

• Every OPC must appoint a Nominee at the time of incorporation (Form INC-3).
• The nominee takes over as sole member upon the death or incapacity of the original member.
• The nominee must also be a Resident Indian Citizen and must give prior written consent.

5. Board of Directors

• Minimum one director is required (who may be the sole member themselves).
• An OPC is not required to hold an Annual General Meeting (AGM).
• Board meetings are required — at least one meeting in each half of the calendar year, with a gap of at least 90 days.

6. Restrictions & Limitations

• An OPC cannot be incorporated or converted into a Section 8 company (non-profit).
• It cannot carry out Non-Banking Financial Investment activities (investing in securities).
• Mandatory conversion to Private Limited Company is required if paid-up share capital exceeds Rs. 50 lakhs OR if annual turnover exceeds Rs. 2 crores (within 6 months of such threshold). 28]
• A person cannot be a member or nominee in more than one OPC at any given time.

7. Perpetual Succession

• Unlike a proprietorship, an OPC continues to exist even after the death or disability of the owner.
• The nominee automatically steps in as the new member, ensuring uninterrupted business operations.

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SECTION 2: DOCUMENTS REQUIRED

Comprehensive checklist for OPC incorporation

1. Documents for the Proposed Director / Sole Member

S.No.	Document	Description / Purpose
1	PAN Card	Permanent Account Number — mandatory identity proof for the proposed director/member
2	Aadhaar Card	Used for identity and address verification; linked to mobile for OTP-based KYC
3	Passport (if any)	Required if the person has a passport; used as ID proof in some cases
4	Voter ID / Driving Licence	Any government-issued ID as additional identity proof
5	Passport-size Photos	Recent colour photographs with white background
6	Residential Address Proof	Utility bill (electricity/telephone/mobile), bank statement — not older than 2 months
7	Specimen Signature	Signature on a white sheet to be attached to the application
8	Email ID & Mobile No.	Active and personal email and phone of the director; used for MCA portal registration

2. Documents for the Nominee, If any

S.No.	Document	Description / Purpose
1	PAN Card	Permanent Account Number of the nominee
2	Aadhaar Card	Identity and address proof of the nominee
3	Address Proof	Utility bill or bank statement not older than 2 months
4	Passport-size Photos	Recent colour photographs of the nominee
5	Consent of Nominee	Written consent in Form INC-3 — mandatory statutory requirement

3. Documents for Registered Office Address

S.No.	Document	Description / Purpose
1	Proof of Registered Office	Ownership document (sale deed / registry) OR rent agreement if on rented premises
2	NOC from Owner	No Objection Certificate from the property owner allowing use of premises as registered office
3	Utility Bill of Premises	Electricity bill / water bill / municipal tax receipt — not older than 2 months, showing the address

4. Other Statutory & Company Documents

S.No.	Document	Description / Purpose	Format
1	Memorandum of Association (MoA)	Objects and powers of the company — drafted and signed before filing. Must include all business activities.	Drafted by CS/Advocate
2	Articles of Association (AoA)	Internal rules and regulations governing the management of the company	Drafted by CS/Advocate
3	DIR-2 Form	Consent to act as Director — mandatory declaration from the proposed director	Notarised
4	INC-9 Declaration	Declaration by first subscriber/director about compliance with Companies Act provisions	Affidavit on Stamp Paper
5	DIN (if already obtained)	Director Identification Number — can be obtained along with incorporation via SPICe+ form	MCA Portal
6	DSC of Director	Digital Signature Certificate of Class 3 (for signing electronic forms on MCA portal)	USB Token from CAs

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REGISTRATION PROCESS — STEP BY STEP

1. Overview of the Registration Journey

The incorporation of a One Person Company is governed by Sections 3(1)(c), 12, 13 and 14 of the Companies Act, 2013 and Rule 3 of the Companies (Incorporation) Rules, 2014. The process is completely online via the MCA21 portal using the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) integrated form.

2. Detailed Step-by-Step Process

Step	Stage	Details & Actions Required
1	Obtain DSC (Digital Signature Certificate)	The proposed director must obtain a Class 3 DSC from a MCA-empanelled Certifying Authority (CA). Documents required: PAN, Aadhaar, photo, email. Valid for 1–2 years. Cost: Rs. 1,000–2,000 approx. Note: DSC is mandatory to digitally sign all MCA e-forms. Apply at least 3–5 working days in advance.
2	Apply for DIN (Director Identification Number)	DIN is a unique 8-digit number allotted to each director. For new incorporations, DIN is auto-allotted during SPICe+ filing itself (no separate application needed). If director already has DIN, use the same. Note: Maximum 3 DINs can be allotted through SPICe+ per application.
3	Name Reservation — RUN or SPICe+ Part A	Apply for name approval through MCA portal. Option 1: Use RUN (Reserve Unique Name) service for one application (Rs. 1,000 fee). Option 2: Directly submit via SPICe+ Part A (2 name choices allowed). Name must comply with Companies (Incorporation) Rules, 2014 — must include 'OPC Private Limited' as suffix. Note: Name once approved is valid for 20 days within which SPICe+ Part B must be filed.
4	Draft MoA and AoA	Prepare the Memorandum of Association (main objects of the company) and Articles of Association (internal rules). For OPC, use Table H template under Schedule I. These are filed electronically as linked forms — eMoA (INC-33) and eAoA (INC-34). Note: Ensure all intended business activities are included in the objects clause of MoA.
5	File SPICe+ Form (Integrated Form)	SPICe+ is the unified form divided into: Part A (name reservation) and Part B (incorporation details — DIN, registered office, subscribers, nominee, stamp duty, GSTIN, EPFO/ESIC, Bank Account opening). Attach all required documents, DSC, and pay the requisite government fees and stamp duty online. Note: AGILE-PRO-S form is linked for simultaneous GST, EPFO, ESIC, Professional Tax registration.
6	Obtain Certificate of Incorporation (COI)	Upon successful processing by the Registrar of Companies (ROC), the following are issued: Certificate of Incorporation (COI) with CIN (Company Identification Number), PAN and TAN of the company (auto-allotted), Unique GSTIN (if applied through AGILE-PRO-S). Note: COI is the conclusive proof of incorporation. Digitally issued by MCA.
7	Open Company Bank Account	After receiving COI, open a current account in the company name with any scheduled bank. Required documents: COI, MoA, AoA, PAN of company, registered office proof, KYC of director. Initial paid-up capital must be deposited here. Note: Bank account can also be pre-applied via SPICe+ for selected banks.
8	Post-Incorporation Compliance	Mandatory steps after incorporation: (1) Print Company Name & CIN on letterheads, bills, and communications; (2) Appoint Auditor within 30 days (Form ADT-1); (3) Obtain commencement of business certificate (Form INC-20A) within 180 days; (4) Register for GST if applicable; (5) Maintain statutory registers and books of accounts. Note: Non-filing of INC-20A within 180 days may result in penalty and striking off.

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SECTION 4: FREQUENTLY ASKED QUESTIONS (FAQs)

Common queries on OPC registration and compliance answered