Compliance Pack

One Person Company (OPC) incorporation, SPICe+

  • An OPC lets one person own a company with limited liability.
  • Deadline: Part B within 20 days of name approval in Part A (extendable under Rule 9A)
  • Done in 7 to 10 working days after complete documents and DSC (MCA processing time varies)
  • Prepared by your Savvy, checked by a CA
  1. Member's PAN and ID proof
  2. Are you an Indian citizen
  3. Check eligibility of member and nominee under Rule 3
  4. SRN and payment challan

Answer in brief

An OPC lets one person own a company with limited liability. You name a nominee who takes over if you die or cannot act; we check eligibility, get the nominee's consent and register the company through SPICe+.

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From the official sources

What the law says, and what trips people up

From the official portal's manuals and FAQs, with the source for each point.

The law

  • Companies Act 2013, Sec 3(1)(c)

    One person can form a private company (OPC); the memorandum names a nominee with prior written consent who becomes member on the subscriber's death or incapacitySource

  • Companies (Incorporation) Rules 2014, Rule 3

    Only a natural person who is an Indian citizen can form an OPC or be nominee; one OPC only; no minors; no Section 8 or non-banking financial investment activitySource

  • Companies (Incorporation) Amendment Rules 2021 (effective 1 April 2021)

    NRI Indian citizens allowed; residency period cut from 182 to 120 days; ₹50 lakh capital and ₹2 crore turnover limits removed; conversion allowed any timeSource

  • Companies (Incorporation) Rules 2014, Rule 4

    Nominee named in memorandum and consent filed with SPICe+; on withdrawal or change, company files INC-4 within 30 daysSource

  • Companies (Incorporation) Rules 2014, Rule 38

    SPICe+ procedure, e-MoA and e-AoA, resubmission within 15 days and not more than 30 days in totalSource

  • Companies Act 2013, Sec 446B

    Penalties on OPCs and their officers are half the normal penalty, capped at ₹2,00,000 for the company and ₹1,00,000 per officerSource

  • Government fee

    Name reservation ₹1,000 (Sec 4(4) with Companies (Registration Offices and Fees) Rules 2014, https://ca2013.com/rule-12-companies-registration-offices-and-fees-rules-2014/). No incorporation fee for authorised capital up to ₹15,00,000 (https://pib.gov.in/PressReleasePage.aspx?PRID=1656755); above that the Fees Rules Annexure has a separate lower slab for OPC and small companies. State stamp duty on MoA and AoA is auto-calculated in SPICe+ Part B (https://learn.quicko.com/spice-plus-form-overview?amp).

On the portal

  1. Login to MCA V3 and associate the DSC
  2. MCA Services > Company Services > SPICe+ (INC-32), new application
  3. Part A: choose company type OPC, enter proposed name, run auto-check, reserve name or proceed
  4. Part B: fill capital, office address, subscriber, director and nominee details, stamp duty, PAN and TAN
  5. Attach nominee consent and KYC, office proof and other attachments; submit to get SRN
  6. Fill e-MoA, e-AoA and AGILE-PRO-S; affix DSCs; upload signed PDFs; pay fee and stamp duty
  7. Reply to any resubmission remark within the time shown

What trips people up

  • Nominee consent missing or nominee details differ across documents

    Complete INC-3 and keep nominee name and address identical everywhereSource

  • Applicant already a member of another OPC

    Check OPC holdings before filing; only one OPC is allowedSource

  • Name too similar or uses restricted words

    Search MCA and trademark records and keep backup namesSource

  • Expired DSC or DIN details mismatch

    Use a valid DSC registered on MCA and cross-check DIN dataSource

People ask

Can an NRI start an OPC?

Yes. Since 1 April 2021 any Indian citizen can, whether resident in India or not.Source

Is there a turnover or capital cap for an OPC?

No. The ₹50 lakh capital and ₹2 crore turnover limits were removed in 2021.Source

What if my nominee withdraws?

You nominate someone new within 15 days, and the company files INC-4 within 30 days of the withdrawal notice.Source

Can the OPC later become a private limited company?

Yes, any time, after adding the required members and directors.Source

Are penalties lower for an OPC?

Yes. Half the normal penalty, capped at ₹2 lakh for the company and ₹1 lakh per officer.Source

IDFD

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  • Member's PAN and ID proof
  • Nominee's PAN and address proof
  • Nominee's signed consent (INC-3)
  • DSC of member and director
  • Office proof, utility bill, NOC
  • Days stayed in India last year
  • Proposed name and objects
  • Authorised and paid-up capital

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Pay and start

₹4,499

₹4,499 + ₹809.82 GST = ₹5,308.82

One time. Delivered in 7 to 10 working days after complete documents and DSC (MCA processing time varies). Due: Part B within 20 days of name approval in Part A (extendable under Rule 9A)

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