One person company registration in India gives a single Indian citizen a company of their own, with limited liability, through the same online SPICe+ filing used for private companies: one member, one director and a nominee. Since 1 April 2021 Indian citizens living abroad can form an OPC too, and the old rule forcing conversion at ₹50 lakh capital or ₹2 crore turnover is gone. Up to ₹15 lakh of authorised capital there is no MCA fee, so a ₹10 lakh OPC in Maharashtra costs ₹5,000 in government charges.
Who can form a One Person Company in India?
Only a natural person who is an Indian citizen, whether resident in India or not, can form an OPC or be its nominee. A person can be a member of only one OPC at a time and a nominee in only one, and a minor can be neither. Companies, LLPs and foreign nationals, including OCI cardholders, cannot form one.
- NRIs. The words "and resident in India" in rule 3(1) of the Companies (Incorporation) Rules were replaced by "whether resident in India or otherwise" from 1 April 2021, under G.S.R. 91(E).
- A resident director is still needed. Section 149(3) applies to every company, so the board needs one director who stays in India for at least 182 days in the financial year. An NRI member who spends less than 182 days a year in India needs another director who does.
- Barred activities. An OPC cannot be a Section 8 company and cannot carry out non-banking financial investment activities, including investing in securities of any body corporate (rule 3(5) and (6)).
The business structure finder compares an OPC with a proprietorship, LLP and private company for your plans.
How the OPC nominee works
The memorandum names a nominee who becomes the member if the founder dies or becomes incapable of contracting. Since 23 January 2023 the nominee's consent is a declaration inside the SPICe+ form, digitally signed by the nominee, instead of the separate Form INC-3, so your nominee needs a digital signature too.
- Changing the nominee. The member can change the nominee at any time by telling the company, which files Form INC-4 with the Registrar within 30 days. A change of nominee is not treated as an alteration of the memorandum.
- If the nominee withdraws. The member must nominate someone else within 15 days of the withdrawal notice, and the company files INC-4 within 30 days.
- If the nominee becomes the member. The new member nominates a fresh nominee within 15 days, and the company reports the change on INC-4 within 30 days.
OPC registration process and documents
An OPC is registered exactly like a private company: name reservation in SPICe+ Part A, then Part B with the e-MoA, e-AoA and AGILE-PRO-S. The differences are one director instead of two, the nominee's particulars and declaration, and the name format: MCA's instruction kit shows OPC names as "ABC (OPC) Private Limited".
- Get DSCs for the founder and the nominee.
- Reserve the name, after testing it in the company name checker.
- File SPICe+ Part B with the founder as subscriber and director, and the nominee's PAN, identity and residential proof.
- Attach the registered office proof, a utility bill not older than two months and the owner's NOC where needed.
- A practising CA, CS or cost accountant certifies the form, and the CRC issues the certificate of incorporation with PAN and TAN.
After incorporation, the words "One Person Company" must appear in brackets below the name wherever it is printed or affixed (section 12(3)).
What does OPC registration cost?
Up to ₹15 lakh of authorised capital there is no registration fee and no SPICe+ fee, so you pay ₹1,000 for the name plus state stamp duty. Above ₹15 lakh an OPC uses the lower fee table for OPCs and small companies, provided it stays an OPC or small company for at least a year.
| Authorised capital (Maharashtra) | OPC government cost | Company that is not small |
|---|---|---|
| ₹1 lakh | ₹2,300 | ₹2,300 |
| ₹10 lakh | ₹5,000 | ₹5,000 |
| ₹25 lakh | ₹42,000 | ₹91,000 |
| ₹50 lakh | ₹99,500 | ₹1,73,500 |
The lower table charges ₹2,000 up to ₹10 lakh plus ₹200 for every ₹10,000 above that, up to ₹50 lakh. Ofin's OPC package starts at ₹8,999 with the government fee and stamp duty included; the company registration cost calculator adds first-year items such as GST.
Which compliance rules are lighter for an OPC?
An OPC holds no annual general meeting, files its financial statements within 180 days of the year end, files the shorter MGT-7A annual return and may leave out the cash flow statement. With a single director, it also needs no board meetings: resolutions are entered in the minutes book and signed.
| Requirement | OPC | Private limited company |
|---|---|---|
| AGM | Not required (section 96) | Every year |
| Member resolutions | Entered in the minutes book by the member (section 122) | Passed at general meetings |
| Board meetings | None with one director; otherwise one in each half of the calendar year, at least 90 days apart | Four a year, unless it is a small, dormant or recognised start-up company |
| Cash flow statement | Optional (section 2(40)) | Required, except small, dormant and recognised start-up companies |
| AOC-4 | Within 180 days of the year end | Within 30 days of the AGM |
What does not change: a statutory audit every year with the first auditor appointed within 30 days, INC-20A within 180 days, the income tax return and DIR-3 KYC once every three years. A contract outside the ordinary course of business between the OPC and its sole member-director must be in writing or recorded in the next board minutes, and one recorded in the minutes is reported to the Registrar within 15 days (section 193). The ROC compliance calendar lists the OPC dates.
How do you convert an OPC into a private limited company?
An OPC can convert into a private or public company at any time by raising its members and directors to the minimum (two and two, or seven and three) and filing Form INC-6 with the altered e-MoA and e-AoA. There is no waiting period and no size trigger since 1 April 2021.
- Before 2021 an OPC had to wait two years to convert voluntarily, and had to convert once paid-up capital passed ₹50 lakh or average annual turnover passed ₹2 crore. G.S.R. 91(E) removed both rules.
- The reverse route. A private company other than a Section 8 company can now become an OPC whatever its size, by special resolution and Form INC-6 with a no-objection certificate from every creditor and a directors' affidavit that all members consented.
- Funding. An OPC has one member, so it cannot take an angel investor or issue ESOP shares while it stays an OPC. Convert first, then follow the private limited company rules.
What changed for OPCs from 2021 to 2026?
The big changes came in 2021 and 2023: NRIs allowed, conversion freed and the nominee's consent moved into SPICe+. In 2025 and 2026, DIR-3 KYC became a three-yearly filing, and a Bill in Parliament proposes lighter board meeting rules for OPCs.
- Residency test. "Resident in India" in rule 3 now means at least 120 days in India in the preceding financial year, down from 182, though residence no longer decides who may form an OPC.
- DIR-3 KYC. The founder files KYC once every three years by 30 June; the next date for directors who have completed KYC is 30 June 2028.
- Proposal only. The Corporate Laws (Amendment) Bill 2026, introduced in Lok Sabha on 23 March 2026, would treat an OPC, small company or dormant company as compliant with one board meeting in a calendar year. It is not law yet.
How Ofin registers your One Person Company
Ofin's CAs and CSs handle OPC registration 100% online: name approval, DSCs, the director's DIN, MoA and AoA, PAN, TAN, PF and ESI registration and the government fee and stamp duty, with bank account opening assistance. Packages start at ₹8,999, and higher ones add GST, MSME registration and first-year compliance. Ofin replies within 24 hours: get a fixed-price proposal.
