How to Register One Person Company (OPC) Online in India

Short Answer

A One Person Company is a private company with a single member. Section 2(62) of the Companies Act, 2013 defines "One Person Company" as a company which has only one person as a member, and Section 3(1)(c) allows a company to be formed by one person where it is to be a One Person Company — that is, a private company. (Companies Act, 2013, Section 2(62); Section 3(1)(c))

Registration itself follows the same route as any other company: a memorandum and articles are filed with the Registrar under Section 7, together with the required declarations, and the company comes into existence on the date of the certificate of incorporation. (Companies Act, 2013, Section 7; Section 9)

The route is then narrowed by the Companies (Incorporation) Rules, 2014, which fix who may incorporate an OPC, what the OPC may not do, and how the nominee is recorded. (Companies (Incorporation) Rules, 2014, Rule 3; Rule 4)

Who May Form an OPC

Only a natural person who is an Indian citizen, whether resident in India or otherwise, is eligible to incorporate a One Person Company, or to be the nominee for its sole member. (Companies (Incorporation) Rules, 2014, Rule 3(1), as amended by the Companies (Incorporation) Second Amendment Rules, 2021, in force from 1 April 2021)

"Resident in India" is defined for this purpose as a person who has stayed in India for not less than 120 days during the immediately preceding one calendar year. (Companies (Incorporation) Rules, 2014, Rule 3(1), Explanation I, as amended by the Companies (Incorporation) Second Amendment Rules, 2021)

No person is eligible to incorporate more than one OPC, or to be a nominee in more than one such company; if that limit is crossed through a nomination, the eligibility criteria must be met within 180 days. (Companies (Incorporation) Rules, 2014, Rule 3(2) and 3(3))

No minor may become a member or nominee of an OPC, or hold shares in it with beneficial interest. (Companies (Incorporation) Rules, 2014, Rule 3(4))

What an OPC May Not Do

An OPC cannot be incorporated or converted into a Section 8 company. (Companies (Incorporation) Rules, 2014, Rule 3(5))

An OPC cannot carry out non-banking financial investment activities, including investment in securities of any body corporate. (Companies (Incorporation) Rules, 2014, Rule 3(6))

These are the two hard limits in the rule. Both are conditions of the OPC form itself rather than optional cautions. (Companies (Incorporation) Rules, 2014, Rule 3)

The Nominee — the OPC's Distinctive Requirement

The first proviso to Section 3(1)(c) requires the memorandum of a One Person Company to indicate the name of the other person, with that person's prior written consent in the prescribed form, who shall become the member of the company in the event of the subscriber's death or incapacity to contract. (Companies Act, 2013, Section 3(1)(c))

Rule 4 of the Companies (Incorporation) Rules, 2014 implements that provision: the subscriber must nominate a person after obtaining that person's prior written consent; the nominee's name is mentioned in the memorandum, and the nomination details along with the nominee's consent are filled in Form No. INC-32 (SPICe+) as a declaration, filed with the Registrar at the time of incorporation along with the e-memorandum and e-articles and the prescribed fee. (Companies (Incorporation) Rules, 2014, Rule 4(1) and 4(2), Rule 4(2) as substituted by the Companies (Incorporation) Amendment Rules, 2023, in force from 23 January 2023)

A nominee may withdraw consent by written notice to the sole member and the company, and the sole member must nominate another person within fifteen days of receiving that notice, with the new nominee's consent filed as a declaration in Form No. INC-4. (Companies (Incorporation) Rules, 2014, Rule 4(3), as amended by the Companies (Incorporation) Amendment Rules, 2023)

The company must then file notice of the withdrawal and the new nomination with the Registrar in Form No. INC.4 within thirty days, with the prescribed fee. (Companies (Incorporation) Rules, 2014, Rule 4(4))

The member may also change the nominee at any time by written intimation to the company, with the new nominee's consent and declaration filed in Form No. INC-4, and the change is filed in Form No. INC.4 within thirty days of the intimation. (Companies (Incorporation) Rules, 2014, Rule 4(5), as amended by the Companies (Incorporation) Amendment Rules, 2023)

A change in the name of the nominee is not treated as an alteration of the memorandum, though the company must intimate the change to the Registrar in the prescribed time and manner. (Companies Act, 2013, Section 3(1)(c); Companies (Incorporation) Rules, 2014, Rule 4)

Board of Directors

Section 149(1)(a) fixes the minimum number of directors: three in a public company, two in a private company and one in a One Person Company. The maximum is fifteen, subject to a special resolution to exceed it. (Companies Act, 2013, Section 149(1))

What Is Filed at Incorporation

Under Section 7(1), the memorandum and articles must be filed with the Registrar, duly signed by all subscribers; a declaration in the prescribed form must be given by an advocate, chartered accountant, cost accountant or company secretary in practice engaged in the formation and by a person named in the articles as a director, manager or secretary; and each subscriber and first director must give the prescribed declaration as to convictions and the accuracy of the documents filed. (Companies Act, 2013, Section 7(1)(a), 7(1)(b) and 7(1)(c))

Rule 13 of the Companies (Incorporation) Rules, 2014 prescribes how the memorandum and articles are to be signed — each subscriber signing in the presence of at least one witness who attests the signature — and Rule 11 allows a company to adopt the model articles in Table F, G, H, I and J of Schedule I to the Act. (Companies (Incorporation) Rules, 2014, Rule 13; Rule 11)

The application for incorporation is filed with the Registrar having jurisdiction over the proposed registered office, with the fee prescribed under the Companies (Registration Offices and Fees) Rules, 2014. (Companies (Incorporation) Rules, 2014, Rule 12)

The memorandum must state the company's name (ending in "Private Limited" for a private company), the State of the registered office, the objects, the liability of members and the authorised share capital where the company has share capital. (Companies Act, 2013, Section 4(1))

The articles must contain the regulations for the management of the company and any other matters prescribed. (Companies Act, 2013, Section 5)

The current incorporation form numbers and the integrated electronic form set — including SPICe+ and the accompanying name-reservation, eMOA and eAOA forms — are set by MCA portal notification under Rule 12 of the Companies (Incorporation) Rules, 2014 ; check the MCA portal before filing.

Registered Office and Commencement

Under Section 12, a company must have a registered office capable of receiving communications within thirty days of incorporation and at all times thereafter. (Companies Act, 2013, Section 12)

Under Section 10A, a company incorporated after the commencement of the Companies (Amendment) Act, 2019 and having a share capital cannot commence business or exercise borrowing powers until a director files a declaration within one hundred and eighty days of incorporation that every subscriber has paid the value of the shares agreed to be taken, and until the registered-office verification under Section 12(2) has been filed. (Companies Act, 2013, Section 10A)

The declaration at the time of commencement of business is made in Form INC-20A under Rule 23A (contents verified by a practising company secretary, chartered accountant or cost accountant; sectoral approvals attached where required). (Companies (Incorporation) Rules, 2014, Rule 23A)

How to Register Online

Registration is done through the MCA's electronic incorporation process. The Act and the Incorporation Rules set what must be filed; the portal supplies the current electronic form and signing flow. (Companies (Incorporation) Rules, 2014, Rule 12; Companies Act, 2013, Section 7)

One requirement is anchored in the rules: Form DIR-3 is for a person who intends to be appointed director of an existing company. For proposed directors of the OPC who do not yet hold a DIN, the particulars are given in SPICe+ (INC-32) and the DIN is allotted through that form. (Companies (Appointment and Qualification of Directors) Rules, 2014, Rule 9(1) and proviso; Companies Act, 2013, Section 153)

The current MCA incorporation workflow — the SPICe+ form set, fee slabs, processing time and the portal's signing flow — is set by MCA portal notification, not by the Companies Act, 2013 or the Incorporation Rules; check each step on the MCA portal before filing.

What the Act does fix is the legal outcome: once the Registrar registers the filed documents, the company exists from the date mentioned in the certificate of incorporation. (Companies Act, 2013, Section 9)

Converting an OPC Later

There is no longer a two-year lock-in on voluntary conversion: Rule 3(7), which barred an OPC from converting voluntarily until two years from incorporation, was omitted with effect from 1 April 2021. (Companies (Incorporation) Rules, 2014, Rule 3(7), omitted by the Companies (Incorporation) Second Amendment Rules, 2021)

Rule 6 was substituted from the same date and no longer contains any paid-up capital or turnover threshold or any compulsory conversion within six months. An OPC may convert into a private or public company, other than a Section 8 company, by altering its memorandum and articles through a resolution under Section 122(3), increasing its members and directors to the minimum for the new class (two members and two directors for a private company, seven members and three directors for a public company), maintaining the minimum paid-up capital required for that class, and complying with Section 18 of the Act. (Companies (Incorporation) Rules, 2014, Rule 6(1) and 6(2), as substituted by the Companies (Incorporation) Second Amendment Rules, 2021)

The OPC applies for conversion in e-Form No. INC-6 with the prescribed fee and the altered e-MOA and e-AOA, and the Registrar, after examining the latest audited financial statement, approves the form and issues the certificate. Form No. INC-5 has been omitted from the rules. (Companies (Incorporation) Rules, 2014, Rule 6(3) and 6(4), as substituted by the Companies (Incorporation) Amendment Rules, 2023; Companies (Incorporation) Second Amendment Rules, 2021, para 2(IV)(a))

For the reverse direction, Rule 7 allows any private company other than a Section 8 company to convert into an OPC by special resolution, after obtaining no-objection in writing from members and creditors, filing the special resolution in Form No. MGT.14 within thirty days and applying for conversion in Form No. INC.6 together with the altered e-MOA and e-AOA, a copy of the NOC of every creditor, and an affidavit of the directors confirming that all members have consented to the conversion. (Companies (Incorporation) Rules, 2014, Rule 7(1), 7(2), 7(3) and 7(4), as amended by the Companies (Incorporation) Second Amendment Rules, 2021 and the Companies (Incorporation) Amendment Rules, 2023)

Any company of one class registered under the Act may convert into a company of another class by altering its memorandum and articles, and the Registrar, on application and on being satisfied that the requirements have been complied with, closes the former registration and issues a certificate of incorporation. Conversion does not affect debts, liabilities, obligations or contracts incurred before conversion. (Companies Act, 2013, Section 18(1), 18(2) and 18(3))

FAQ

Q1: What is the legal definition of a One Person Company?

Under Section 2(62) of the Companies Act, 2013, a One Person Company "means a company which has only one person as a member". (Companies Act, 2013, Section 2(62))

Q2: Who is eligible to incorporate an OPC?

Only a natural person who is an Indian citizen, whether resident in India or otherwise — resident meaning a stay of not less than 120 days in the immediately preceding calendar year — and no person may incorporate more than one OPC or be nominee in more than one. (Companies (Incorporation) Rules, 2014, Rule 3(1) and 3(2), as amended by the Companies (Incorporation) Second Amendment Rules, 2021)

Q3: How many directors must an OPC have?

At least one. Section 149(1)(a) prescribes a minimum of one director in the case of a One Person Company, against two for a private company and three for a public company. (Companies Act, 2013, Section 149(1))

Q4: What is the nominee requirement in an OPC?

The subscriber must nominate a person after obtaining that person's prior written consent. The nominee's name is mentioned in the memorandum, and the nomination details along with the nominee's consent are filled in Form No. INC-32 (SPICe+) as a declaration, filed with the Registrar at incorporation along with the e-memorandum and e-articles. (Companies (Incorporation) Rules, 2014, Rule 4(1) and 4(2), as amended by the Companies (Incorporation) Amendment Rules, 2023)

Q5: When can an OPC convert into another company?

At any time — there is no longer a two-year lock-in or a compulsory conversion trigger based on paid-up capital or turnover. An OPC may convert into a private or public company (other than a Section 8 company) after increasing its members and directors to the minimum for that class and complying with Section 18, by filing e-Form INC-6 with the altered e-MOA and e-AOA. (Companies (Incorporation) Rules, 2014, Rule 6, as substituted by the Companies (Incorporation) Second Amendment Rules, 2021 and amended in 2023; Rule 3(7) omitted; Companies Act, 2013, Section 18)

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See Also

• How to Download MOA and AOA from MCA Portal
• How to Get Date of Birth from DIN Number
• Is an LLP Agreement a Public Document?