OPC Registration, Step by Step: SPICe+, the Nominee Consent and What Happens After the Certificate

Registering a One Person Company runs through one form family on the MCA portal — SPICe+ — and most of the pain founders feel comes from doing its steps in the wrong order. The nominee consent gets chased after the name is approved. The DSC is applied for last. Then the 20-day name clock runs out while everyone waits on a signature.

Here is the sequence I walk every solo founder through, in the order that keeps it calm: eligibility first, DSC and name next, the nominee papers before Part B, and then the short list of deadlines that start ticking the day your certificate arrives. If you want the section this walkthrough expands, it is the step-by-step part of our One Person Company registration process — this post adds the form numbers, the clocks and the traps.

Before step one: two checks that cost nothing

An OPC has exactly one member, and Rule 3 of the Companies (Incorporation) Rules, 2014 decides who that member can be. Only a natural person who is an Indian citizen — resident in India or otherwise — can incorporate one. That wording dates from 1 April 2021, when the Companies (Incorporation) Second Amendment Rules, 2021 (G.S.R. 91(E)) replaced the old resident-only test. Citizenship is the test now. The 120-day stay you will see quoted on older websites only defines the phrase "resident in India" inside the rule; it is not a stay you must complete before applying. If you are an Indian citizen living abroad, our guide to whether an NRI can register an OPC settles that question in full, including the separate 182-day resident-director rule under Section 149(3) that your board still has to meet.

The second check is the one-OPC cap. You cannot be the member of more than one OPC at a time, and you cannot be the nominee in more than one either. Sort that out before you file, not during. A five-minute check here saves a resubmission later.

Step 1: Get the Digital Signature Certificate

Everything on the MCA portal is signed electronically, so the member needs a Class 3 Digital Signature Certificate from a licensed certifying authority. Keep your PAN, Aadhaar and a photograph ready, finish the video verification the authority asks for, and register the DSC on the MCA portal once it is issued. Do this on day one. It runs happily in the background while you collect everything else, and a filing cannot be signed without it.

Step 2: Reserve the name in SPICe+ Part A

Part A of SPICe+ is the name reservation. You propose up to two names, in order of preference, and pay a fee of ₹1,000 for the application. For a new OPC, Part A is the route — the RUN service now covers only an existing company changing its name. Your name must carry the OPC suffix — it will read as "(OPC) Private Limited" — and it must survive the usual name rules: not identical or too close to an existing company or trademark, not descriptive filler, not on the prohibited list.

An approved name is reserved for 20 days. Treat that as a hard window, not a guideline. Think of it as a reserved train berth: the seat is held in your name, but if you do not complete the journey paperwork before the hold expires, the seat goes back into the pool and your ₹1,000 goes with it. This is why the nominee papers in the next step should already be in your folder before Part A is even filed.

Step 3: Lock the nominee consent and draft the MoA and AoA

An OPC cannot exist without a nominee. Section 3(1) of the Companies Act, 2013 requires the memorandum to name another person who, with their prior written consent, becomes the member if you die or become incapable of contracting. Since 23 January 2023 that consent is not a separate form at all: the Companies (Incorporation) Amendment Rules, 2023 (G.S.R. 42(E)) substituted Rule 4(2), so the nomination details and the nominee's consent are filled in SPICe+ (INC-32) itself, as a declaration, and filed with the e-memorandum and e-articles. Until January 2023 the consent used to be a standalone Form INC-3 — if an old checklist asks you for one, that checklist is out of date, because INC-3 no longer exists. The nominee must clear the same Rule 3 test you do: a natural person, an Indian citizen, an adult, and nominee in no other OPC.

Collect the nominee's PAN, Aadhaar, photograph, address proof and their consent to be named now — the consent itself is recorded inside SPICe+ when you file, so what you need in hand is the person, their documents and a clear yes. Founders leave this step for last more than any other, and it is the commonest reason an OPC application comes back for resubmission — the nominee is travelling, or the address proof is stale, and the 20-day name clock keeps running.

Alongside, draft the memorandum and articles. In SPICe+ these are filed electronically as e-MoA (INC-33) and e-AoA (INC-34) in most cases. The MoA carries your objects — write what the business will actually do — your authorised capital, and the nominee's name. There is no minimum capital. Pick an authorised figure that matches the next year or two of your plans, because government charges follow it, as the costs section below explains. The documents themselves follow the same discipline as any company filing: if you want the full checklist discipline, the documents checklist for company registration shows the standard your scans and proofs are judged against — names agreeing letter for letter across PAN, Aadhaar and address proof, and nothing older than two months where freshness is demanded.

Step 4: File SPICe+ Part B with AGILE-PRO-S

Part B is the incorporation itself. It captures the registered office, the capital, the subscriber and director details, and it allots the director's DIN inside the same filing — there is no separate DIN application for a first director. The company's PAN and TAN are allotted as part of this incorporation flow; you do not apply for them separately afterwards.

Part B travels with linked forms. The one founders notice most is AGILE-PRO-S (INC-35), the single application that rides along for the registrations around incorporation: GST registration if you opt for it, EPFO and ESIC registration, profession tax or Shops and Establishment registration where the state integration offers it, and an application to open the company's bank account with an empanelled bank. The INC-9 declaration from the subscriber and first director travels with the bundle too. Fill AGILE-PRO-S with care. A GST opt-in or a bank choice made in a hurry at this stage takes real effort to unwind later.

Pay the fees, submit, and keep the SRN safe. If the Registrar wants a correction, the application comes back as a resubmission with a deadline — answer it fully and fast, because a lapsed resubmission means starting the filing again.

What the government actually charges

There is no single all-India price for incorporating an OPC, and anyone who quotes you one neat government figure for every state is guessing. The MCA filing fee for SPICe+ is nil where the authorised capital is up to ₹15 lakh. Above that line, slab-based fees apply and they rise with authorised capital. The separate Part A name reservation costs ₹1,000. And in every case you pay state stamp duty on the memorandum and articles — that duty is set by the state of your registered office and calculated on authorised capital, so the same company costs different amounts in different states.

Two habits keep this bill sane. Keep authorised capital honest: enough for the business you are actually starting, not a round crore declared for effect, because stamp duty is charged on the paper figure whether or not the money ever comes in. And remember the DSC and any professional fee sit outside the government charges entirely.

The certificate arrives — and it is not the finish line

On approval, the Registrar issues the Certificate of Incorporation. It carries your Corporate Identity Number, the 21-character CIN you will quote on invoices and filings for the life of the company. The PAN and TAN reach you as part of the same incorporation package. Read the certificate once, carefully — name spelling, date, registered office — because correcting a certificate is far slower than checking one.

Then the clocks start. Four of them matter in the first months:

• First board meeting — within 30 days. Even with one director, hold it and minute it. Auditor appointment, share issue and bank account opening are typically recorded here.
• First auditor — appointed within 30 days, reported within 15. Under Section 139(6) the Board appoints the first auditor within 30 days of incorporation. The appointment is then intimated to the Registrar in Form ADT-1 within 15 days of the appointment. An OPC is audited every year, whatever its turnover, so choose an auditor you can work with for years, not days.
• Share certificate — within two months. Open the company bank account, pay your subscription money into it, and issue the share certificate to yourself as member within two months of incorporation. Company money and personal money separate from this point on. No exceptions.
• INC-20A — within 180 days. Form INC-20A is the declaration of commencement of business under Section 10A. It confirms that the subscriber has paid for the shares agreed to be taken. Until it is filed, the company cannot legally commence business or exercise borrowing powers. Miss it and the penalty runs to ₹50,000 on the company, plus ₹1,000 for every day of delay for the officers in default, capped at ₹1,00,000 — with the Registrar's strike-off power waiting behind that.

None of these four is hard. All four are missed constantly, because founders treat the certificate as the end of the process. It is the middle. The filing that creates the company takes days; the filings that make it operational take a calendar.

If you would rather not run that calendar yourself, our OPC registration team files the SPICe+ application, sorts the nominee paperwork before the name clock starts, and hands you the first-year dates in writing — so the certificate, when it lands, comes with nothing left to guess.