One Person Company (OPC) Registration – Complete Founder’s Guide

Until a few years ago, starting a company in India always meant needing multiple promoters or partners. That kept many solo entrepreneurs locked into informal setups like sole proprietorships. The introduction of the One Person Company (OPC) under the Companies Act, 2013, changed that.

With one person company registration, a single founder can build a legal entity that enjoys limited liability, perpetual succession, and recognition as a private limited company. In other words, you get the structure and credibility of a corporate setup without needing co-founders.

At rocfilings.in, we see OPC as a bridge. It allows individuals—consultants, freelancers, professionals, or first-time founders—to move beyond informal business while still keeping things simple. This guide explains what is one person company, who can register it, the steps involved, compliance obligations, and why it could be the right choice for you.

Why Choose a One Person Company?

We often get asked: why not just stick with a sole proprietorship? The answer is protection and perception.

• Limited liability: In a sole proprietorship, your personal assets are exposed to business risks. An OPC shields you—liability is limited to the amount you invest.
• Corporate identity: Clients, banks, and investors prefer dealing with incorporated entities. A one person company is legally recognized under Indian law, which builds trust.
• Continuity: Even though there’s a single promoter, an OPC has perpetual succession. A nominee takes over if the promoter exits.
• Simpler compliance: Compared to a private limited company, OPC has lighter reporting requirements.

If you’re wondering “one person company can be registered as what type of entity?” — it is always a private limited structure, just with a single shareholder. That makes it ideal for solo founders who want flexibility with credibility.

Eligibility & Requirements

To register one person company, you must meet a few conditions:

• Only one individual can act as shareholder.
• The person must be an Indian citizen and resident (at least 120 days stay in India in the previous year).
• A nominee must be appointed at incorporation, with written consent in Form INC-3.
• You cannot be a shareholder in more than one OPC.
• Paid-up capital requirement is flexible, but the authorized share capital must be at least ₹1 lakh.
• Foreign nationals, minors, or companies cannot incorporate an OPC.

These rules are designed so that OPC remains a genuine vehicle for individual entrepreneurs, not large corporations in disguise.

Pre-Incorporation Steps

Setting up an OPC involves groundwork before filing the incorporation form.

Digital Signature Certificate (DSC)

Since everything is filed online, the sole director needs a DSC to sign e-forms securely. The nominee also requires a DSC.

Director Identification Number (DIN)

The applicant must apply for DIN, which is a unique ID for company directors. This is usually applied through the SPICe+ incorporation form.

Name reservation

Choosing a unique name is key. Your one person company name must not conflict with existing companies or trademarks. The MCA portal allows you to apply through the RUN (Reserve Unique Name) service.

Pro tip: Check the MCA database and trademark registry before applying. This saves you from rejection and future disputes.

Nominee consent

The nominee must sign Form INC-3 with ID and address proof. This ensures continuity if the original member is no longer able to run the company.

Drafting MoA & AoA

Even though it’s a single person company registration, you still need a Memorandum of Association and Articles of Association, defining your objectives and governance rules.

Name Approval Process

Think of this step as branding plus compliance. The name you choose should be unique, memorable, and compliant with MCA rules. Avoid generic terms like “business,” “company,” or anything too close to government bodies.

Incorporation Application (SPICe+ Form)

The main step in OPC registration is filing the SPICe+ form on the MCA portal. This integrated application covers:

• Incorporation of the OPC.
• DIN allotment for the director.
• PAN & TAN application.
• GSTIN, ESIC, and EPFO registration (if opted).

Once submitted, the Registrar of Companies (ROC) reviews your application. If everything is in order, you’ll receive a Certificate of Incorporation, which is proof that your OPC is a legal entity.

Post-Incorporation Compliance for Startups

Registration is only the beginning. To stay compliant, OPCs need to follow a few mandatory steps.

First Board Meeting & Auditor Appointment

Even with one director, you must document resolutions. The first auditor should be appointed within 30 days of incorporation.

Annual General Meeting (AGM)

Here’s some good news: OPCs are not required to hold AGMs, unlike private limited companies. That’s one compliance burden off your plate.

Mandatory Filings

• Annual return (Form MGT-7A).
• Financial statements (Form AOC-4).
• Income tax return before the due date.

Ongoing ROC Compliance Checklist

• Maintain registers (members, directors, charges).
• File DIR-3 KYC for the director annually.
• Report any changes in registered office, share capital, or directorship.

Skipping these steps can invite penalties. But with timely reminders and proper records, compliance becomes manageable.

ROC Filing Timeline & Fees

Here’s what to keep in mind:

• Annual return: within 60 days of financial year end.
• Financial statements: within 180 days of year end.
• ITR filing: usually by 31st July.

While Startup India recognition has no government fee, OPC incorporation costs do apply. Depending on authorized capital and state stamp duty, it generally ranges between ₹7,000–₹15,000.

One Person Company Example

To put things in perspective, imagine a freelance software developer. Until recently, she billed clients as a sole proprietor. With OPC registration, she incorporates her work into a formal company, which lets her:

• Pitch for larger corporate projects.
• Protect personal assets from business liability.
• Open doors to funding or loans that banks would not give to a sole proprietorship.

This is how one person company meaning translates into real business growth.

How ROC Filings Supports Startup Growth

At rocfilings.in, we’ve helped professionals, consultants, and founders transition from informal setups to OPCs. What we’ve learnt is that most delays come from two problem areas:

• Document mismatches – PAN name not matching incorporation forms, or utility bills not matching office address. These small issues often stall the file.
• Weak innovation or activity description – MCA expects a clear explanation of what your OPC does. Generic wording often leads to queries.

We pre-check documents, draft compliant MoA/AoA, and guide you through every step so approval comes faster. Beyond incorporation, we track ROC deadlines and help you avoid penalties.

Why Use ROC Filings as Your Service Partner

• Startup-focused expertise – we specialise in guiding first-time founders.
• End-to-end support – from OPC registration to annual filings.
• Clear pricing – government fees are shown upfront.
• Personal guidance – you’ll have a dedicated manager, not a faceless ticketing system.

Whether you’re just exploring “what is one person company” or ready to register one person company online, ROC Filings ensures your journey is smooth and compliant.