One Person Company - OPC
One Person Company registration is the process of incorporating a company under Section 2(62) of the Companies Act, 2013, with a single member and a mandatory nominee, through the MCA's SPICe+ form. It needs no minimum paid-up capital and only one director. FirstMan's professional fee starts at ₹1,999.00, with government fees, DSC, and stamp duty billed separately.
Written by the FirstMan compliance desk. Last updated: September 2026.
The ₹1,999.00 professional fee excludes government fees, DSC charges, and stamp duty on the MoA/AoA. Figures on this page use Tamil Nadu's stamp duty schedule; other states set their own rates and may vary.
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Documents
Documents required for incorporation.
Requirements differ by who is involved in the filing.
The sole member and nominee
Both the member and the nominee must be Indian citizens resident in India. Address proof must not be older than 2 months.
- PAN card, with name matching Aadhaar exactly
- Aadhaar card, used for DSC and DIN application
- Recent passport-size photograph, of both the member and the nominee
- Address proof: bank statement, electricity, or mobile bill (within 2 months)
- Nominee's written consent on Form INC-3
Registered office
- Utility bill: electricity, water, or gas (within 2 months)
- Rent agreement or sale deed
- No Objection Certificate from the property owner, mandatory when rented or family-owned
How it works
A controlled four-stage process.
Digital Signature Certificate
The sole member-director and the nominee apply for a Class III DSC to sign incorporation forms electronically.
Name reservation (SPICe+ Part A)
The proposed company name is checked against the existing company register and live trademarks before filing.
SPICe+ Part B with nominee consent
The main incorporation form is filed with e-MoA/e-AoA and Form INC-3, the nominee's written consent to act if the member is unable to continue.
Certificate of Incorporation
Once the Registrar approves the filing, MCA issues the Certificate of Incorporation with your CIN, PAN, and TAN.
Step by step
A realistic day-by-day timeline.
| Day | Milestone |
|---|---|
| Day 1-2 | Documents collected; DSC applied for the member and nominee |
| Day 2-3 | Name reservation filed via SPICe+ Part A |
| Day 3-5 | SPICe+ Part B filed with nominee consent (Form INC-3) and AGILE-PRO-S |
| Day 5-7 | ROC processes the filing; any resubmission addressed |
| Day 7 | Certificate of Incorporation, PAN, and TAN issued |
This timeline assumes complete, correctly formatted documents on Day 1. Name conflicts or incomplete address proof add 3 to 7 days for resubmission.
What you receive
A defined outcome, not just a submission.
A separate legal entity with limited liability, recognised under Section 2(62) of the Companies Act, 2013
Certificate of Incorporation, DIN, PAN, TAN, and your nominee's consent (Form INC-3) filed in one coordinated engagement
Included in the engagement
- Name availability and trademark-conflict check before filing
- SPICe+ filing with e-MoA/e-AoA drafting
- Nominee consent (Form INC-3) preparation and filing
- AGILE-PRO-S filing for PAN, TAN, EPFO, and ESIC
- WhatsApp progress updates through the filing
Best suited for
- Solo founders who want the credibility and limited liability of a company structure without a second shareholder
- Freelancers and consultants formalising a single-owner business for contracts, loans, or vendor onboarding
- Founders who expect to add co-founders or investors later and plan to convert to a Private Limited Company
Avoid resubmission
Why SPICe+ filings get rejected, and how we prevent it.
Name or trademark conflict
MCA checks the proposed name against the existing company register and the trademark database. We run this check before filing.
Address proof older than 2 months
The single most common clerical rejection. We date-check every document before submission.
PAN-Aadhaar name mismatch
Even a missing middle initial triggers a flag. We cross-verify both documents before filing.
Nominee consent missing or incomplete
Form INC-3, the nominee's written consent, must be filed alongside the incorporation form. A missing signature or mismatched detail is a common, avoidable rejection specific to OPCs.
Ineligible member or nominee
Only an Indian citizen resident in India can be the member or nominee of an OPC, and a person can hold this role in only one OPC at a time. We verify eligibility before filing.
Missing NOC
Rented or family-owned premises need a signed No Objection Certificate, collected before a query is raised.
Expired DSC
A DSC that lapses mid-process stalls the filing. We track validity windows against your filing timeline.
After incorporation
Your first 12 months of compliance.
| Milestone | Due by | Penalty for missing it |
|---|---|---|
| First auditor appointment | Within 30 days of incorporation | Fine on the company and officers in default |
| INC-20A: Commencement of business | Within 180 days of incorporation | ₹50,000 fine on the company; ₹1,000/day on officers in default |
| DIR-3 KYC (sole director) | 30 September every year | ₹5,000 late fee; DIN marked deactivated |
| AOC-4: Financial statements | Within 180 days of financial year-end (an OPC holds no AGM to peg the date to) | ₹100/day additional fee, uncapped |
| MGT-7A: Annual return (OPC's simplified form) | Within 60 days of the deemed AGM date, 30 September | ₹100/day additional fee, uncapped |
| ITR filing | 31 October, since an OPC always requires an audit (confirm the date for the applicable year) | Interest under Section 234A/B/C; loss of carry-forward benefits |
Is this the right structure?
Who should, and should not, register a One Person Company.
Register an OPC if you're a solo founder who wants a company structure now and may add shareholders later. Consider a Private Limited Company, LLP, or proprietorship instead depending on your ownership and funding plans.
Choose Private Limited Company instead
if you already have a co-founder or investor lined up, since an OPC has only one member.
Choose LLP instead
if you want limited liability with more than one owner but don't need equity fundraising.
Choose Sole proprietorship instead
if you want the lowest compliance burden and don't need a company structure yet.
| Factor | OPC | Private Limited | LLP | Proprietorship |
|---|---|---|---|---|
| Liability | Limited to shares held | Limited to shares held | Limited to capital contribution | Unlimited, personal |
| Number of owners | Exactly 1 member, plus a nominee | 2 to 200 shareholders | 2 or more partners, no upper limit | 1 |
| Equity fundraising | Not possible while structured as OPC | Straightforward | Not designed for equity investors | Not possible |
| Compliance load | Similar to Pvt Ltd, but no AGM and fewer board meetings | Highest: AGM, 4 board meetings a year, mandatory audit | Moderate: Form 8, Form 11, audit only above threshold | Lowest: ITR only |
| Statutory audit | Mandatory every year regardless of size | Mandatory every year regardless of size | Only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh | Not required by law |
| Investor/lender credibility | Moderate | Highest | Moderate | Lowest |
Registering a One Person Company from Chennai or Tamil Nadu
The MCA process is identical nationwide, but every state sets its own stamp duty schedule for the MoA and AoA, so the amount you pay depends on where your registered office is. RoC Chennai processes filings for companies registered with a Tamil Nadu address, and familiarity with how that office raises and resolves queries shortens resubmission cycles. Founders who prefer to hand over physical documents rather than scan and upload them can do so at our Anna Nagar West office before we file.
Scope
What the ₹1,999.00 fee includes and excludes.
Included
- Name availability and trademark-conflict check before filing
- SPICe+ filing with e-MoA/e-AoA drafting
- Nominee consent (Form INC-3) preparation and filing
- AGILE-PRO-S filing (PAN, TAN, EPFO, ESIC application)
- DIN application for the sole director
- Certificate of Incorporation delivery
- Resubmission handling for filing-stage queries
- WhatsApp progress updates through the filing
Not included, billed separately
- •Government/MCA incorporation fee (varies by authorised capital)
- •Stamp duty on MoA/AoA (state-specific)
- •Digital Signature Certificates for the member and nominee
- •First auditor appointment
- •INC-20A filing (available as a follow-on engagement)
- •Annual ROC compliance (AOC-4, MGT-7A, DIR-3 KYC)
- •Bookkeeping, GST registration, or trademark filing
Total cost of ownership
What this actually costs in year one.
Incorporation is only the first cost. A realistic year-one budget includes the professional fee, DSC, stamp duty, and MCA fee at setup, then a recurring layer of auditor fees, ROC filings, DIR-3 KYC, and income tax filing, much like a Private Limited Company. Expect a realistic all-in range of roughly ₹25,000 to ₹45,000 for the full first year, not the ₹1,999.00 headline figure alone.
| Cost head | When | Typical range | In ₹1,999.00 fee? |
|---|---|---|---|
| Professional fee (incorporation) | At filing | ₹1,999.00 | Yes |
| Digital Signature Certificates (member and nominee) | At filing | ₹1,500 – ₹3,000 | No, at cost |
| Stamp duty on MoA/AoA | At filing | Varies by state | No, statutory |
| MCA/ROC incorporation fee | At filing | Based on authorised capital | No, statutory |
| First auditor appointment | Within 30 days of incorporation | ₹5,000 – ₹15,000 | No |
| INC-20A filing | Within 180 days | ₹1,500 – ₹3,000 | No |
| AOC-4 + MGT-7A (annual filing) | Within 180 days of financial year-end | ₹5,000 – ₹12,000 | No |
| DIR-3 KYC (sole director) | By 30 September | ₹500 – ₹1,000 | No |
| ITR filing (company) | Annual | ₹3,000 – ₹8,000 | No |
| Basic bookkeeping | Monthly/quarterly | ₹3,000 – ₹8,000/month | No |
The ₹1,999.00 professional fee covers incorporation only. Everything from the first auditor appointment onward is a separate, clearly quoted engagement, the same as for a Private Limited Company.
Questions
Before you proceed.
What is the real, total cost of registering a One Person Company, not just the professional fee?+
Budget ₹25,000 to ₹45,000 for the full first year, not ₹1,999.00 alone. That figure covers the professional fee, DSC, stamp duty, MCA fee, first auditor appointment, INC-20A, annual ROC filings, DIR-3 KYC, and ITR filing.
Are there hidden charges on top of the ₹1,999.00 professional fee?+
No charges are hidden, but several are genuinely separate and statutory: DSC, stamp duty, and the MCA incorporation fee are billed at actual cost because they vary by authorised capital and state. Every cost is listed before you pay.
What happens if my proposed company name gets rejected?+
MCA allows a second name attempt within the same SPICe+ Part A filing at no extra government fee. If both names are rejected, a fresh Part A filing is required, adding a small government fee and 2 to 3 days.
Does FirstMan offer a refund if the registration doesn't go through?+
Talk to your case owner about our refund policy for the specific reason a filing didn't proceed. It differs depending on whether the cause was an MCA rejection or a change on your side.
Can I use my home or a residential address as the registered office?+
Yes. MCA does not require a commercial address. A residential address works with valid ownership or rental proof not older than 2 months, and an NOC from the owner if it isn't in the member's own name.
What if I don't file INC-20A within 180 days?+
The company cannot legally commence business or borrow money until INC-20A is filed. Missing the 180-day deadline attracts a ₹50,000 fine on the company and ₹1,000 per day on every officer in default.
Do I need GST registration immediately after incorporating?+
Not immediately, unless you cross the GST turnover threshold, sell across state lines, or sell on e-commerce platforms, all of which require registration regardless of turnover.
Who can be the nominee for my OPC, and can I change them later?+
The nominee must be an Indian citizen resident in India and cannot be a minor. You can change your nominee at any time by filing the required form with the Registrar, along with the new nominee's written consent.
Do I have to convert my OPC to a Private Limited Company once it grows?+
No. The mandatory conversion trigger based on paid-up capital or turnover was removed in 2021. You can continue operating as an OPC indefinitely, or convert voluntarily whenever it suits your business.
Can an OPC have more than one director?+
Yes. An OPC can appoint additional directors for day-to-day management, but it can only ever have one member. Directors and the member are not the same thing.
Can a foreign national be the sole member of an OPC?+
No. Only an Indian citizen who has been resident in India can be the member or nominee of an OPC. Foreign nationals and NRIs register a Private Limited Company instead.
Does an OPC need to hold an Annual General Meeting?+
No. Section 96 of the Companies Act, 2013 exempts an OPC from holding an AGM, though it still files annual financial statements and returns.
Is a statutory audit mandatory for an OPC, the way an LLP has a threshold?+
Yes. Unlike an LLP, an OPC must have its accounts audited every year regardless of turnover or capital, the same as a Private Limited Company.
How long does OPC registration actually take?+
Typically 7 business days from complete document submission to Certificate of Incorporation. Name conflicts or address-proof issues can extend this by 3 to 10 days.
Do I need a minimum capital to start an OPC?+
No. There is no statutory minimum paid-up capital for an OPC. Your authorised capital figure still determines your MCA incorporation fee slab.
Can the same person be the member and the sole director?+
Yes. A single person can be both the member and the director of an OPC. You only need a separate nominee, who does not need to be a director.
Can I register an OPC entirely online without visiting Chennai?+
Yes. The entire SPICe+ process is filed online, and DSC issuance is remote too. The Anna Nagar West office is available for founders who prefer in-person document handover, but it isn't required.
Can I be the member or nominee of more than one OPC at a time?+
No. A person can be the member or nominee of only one OPC at a time. This is a common eligibility trap we check before filing.
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