One Person Company Registration in Delhi

You are a solo founder in Delhi — a consultant, a tech advisor, a niche professional — and you want a real company. Not a sole proprietorship that ties business liability to your personal bank account, not a partnership that needs a co-founder you do not have. A One Person Company gives you a separate legal identity, limited liability protection, and an MCA-issued CIN with one director and one shareholder. That shareholder is you.

OPC was designed for exactly this situation under Section 2(62) of the Companies Act 2013. It carries most of the privileges of a private limited company — bank borrowing, vendor contracts, employee hiring, GST registration — without forcing you to invent a co-founder. RoC Delhi handles the heaviest filing volume in the country (Delhi, Haryana, and Chandigarh combined), so address proof and KYC discipline matter more here than almost anywhere else in India.

At a Glance

• Who needs this: Solo founders in Delhi — consultants, advisors, freelancers, niche professionals — who want a separate legal entity with limited liability.
• Governing law: Sections 2(62), 3(1)(c), and 122 of the Companies Act 2013, read with the Companies (Incorporation) Rules 2014.
• Jurisdiction: RoC Delhi — covers the NCT of Delhi, the state of Haryana, and the UT of Chandigarh.
• Turnaround: 10-15 working days end-to-end on the MCA V3 portal, including DSC, name approval, and CIN issuance.
• Structure: One member (you), one nominee (consent given via INC-3), and a minimum of one director.
• Eligibility: Both member and nominee must be Indian citizens who are resident in India in the immediately preceding financial year.
• Conversion triggers: ₹50 lakh paid-up capital OR ₹2 crore average annual turnover over three financial years.
• Capital commencement: Form INC-20A must be filed within 180 days of incorporation declaring receipt of paid-up capital.

What's New for FY 2026-27

OPC paperwork sits on the MCA V3 portal, and the portal itself has matured noticeably in the past year. A few changes are worth knowing before you file.

• V3 portal stability: SPICe+ Part A and Part B now run end-to-end on V3 without falling back to V2 — fewer resubmissions and faster RoC processing.
• AGILE-PRO-S bundle: GST, EPFO, ESIC, Bank account opening, and Delhi Professional Tax registration are all triggered from one integrated form.
• DPDP Act 2023 compliance: Your OPC must publish a privacy policy and identify a grievance officer from day one if it processes any personal data.
• Stamp duty e-payment: Delhi Schedule I-A stamp duty is paid online during SPICe+ filing — no separate visit to a stamp paper vendor required.
• INC-20A enforcement: The Registrar is flagging non-filers within 180 days for strike-off proceedings — the capital commencement filing timing matters more than ever.
• Aadhaar-OTP director KYC: Annual DIR-3 KYC for the director can now be completed via Aadhaar OTP on V3, cutting the renewal window from days to minutes.

Why OPC Works for a Delhi Solo Founder

• Separate legal identity: Your OPC owns its own contracts, bank accounts, and PAN — fully separated from your personal finances and personal credit profile.
• Limited liability: Your personal assets stay outside the reach of business creditors, subject only to the narrow exceptions for fraud, personal guarantees, or unpaid statutory dues.
• Single-member governance: One member resolves matters via a minute book entry under Section 122 — no board meetings, no AGM, no quorum hassle.
• Tender and procurement access: Most corporate, government, and DPIIT tender platforms filter out proprietorships — an OPC clears that filter cleanly.
• Better banking terms: Working capital limits, overdrafts, and term loans price better against an OPC balance sheet than against a proprietorship.
• Startup India eligibility: OPC qualifies for DPIIT recognition and the Section 80-IAC tax holiday if the other Startup India conditions are met.

How It Actually Works

From the brief to the CIN, the OPC flow runs through the MCA V3 portal. The shape is predictable, but RoC Delhi scrutinises a few things harder than other registries — address proof and name clearance, in particular.

Step 1: Eligibility check and KYC (1-2 days)

We start with the KYC of you and the nominee — PAN, Aadhaar, recent address proof, and a passport-style photograph. Both of you must be Indian citizens and resident in India during the immediately preceding financial year.

We also size your authorised and paid-up capital. Most Delhi solo founders open with ₹1 lakh paid-up against ₹10 lakh authorised — enough room to grow without pushing into the ₹50 lakh conversion threshold.

Step 2: Class-3 DSC for the member (2-3 days)

You need a Class-3 Digital Signature Certificate to sign SPICe+ Part B and all subsequent MCA filings. We coordinate the video KYC, Aadhaar e-KYC, and certificate issuance through a licensed Certifying Authority.

The nominee does not need a DSC. The nominee only signs INC-3 in physical form, attaching their PAN and Aadhaar copies.

Step 3: Name reservation via SPICe+ Part A (1-2 days)

We file two name options through SPICe+ Part A. The name must end with '(OPC) Private Limited' and must not be identical or deceptively similar to any existing company or registered trademark.

We pre-check the MCA name database and the trademark register before submission. Delhi-region names get rejected more often for sound-alike collisions, so a clean parallel TM Class search saves a round of resubmission.

Step 4: MOA, AOA, and Delhi stamp duty (2-3 days)

We draft the eMOA and eAOA with object clauses that match your business — too narrow and you cannot diversify later, too wide and the RoC raises clarification queries.

Delhi stamp duty on the MOA and AOA is calculated under the Schedule I-A rate slab and paid online during SPICe+ filing. INC-3 nominee consent is prepared and attached in this step.

Step 5: SPICe+ Part B with AGILE-PRO-S (same day)

This is the integrated incorporation form. It captures director and shareholder details, registered office address, capital structure, and triggers PAN, TAN, GST, EPFO, ESIC, Delhi Professional Tax, and bank account opening from one single submission.

All attachments — INC-3, identity proofs, address proofs, registered office documents, and society NOC — are uploaded with the form.

Step 6: Certificate of Incorporation (10-15 working days end-to-end)

RoC Delhi issues the Certificate of Incorporation with your CIN, your PAN, and your TAN. The chosen partner bank activates the current account based on the same filing, usually within 5-7 days of CIN issuance.

You also receive your GSTIN, EPFO code, and ESIC number through the AGILE-PRO-S bundle, depending on what you opted into.

Step 7: First-180-day compliance

INC-20A must be filed within 180 days, confirming receipt of subscribed paid-up capital. We schedule this alongside ADT-1 (first auditor appointment within 30 days) and MBP-1 (director's disclosure of interest).

We hand over a one-page compliance calendar with the CIN so nothing slips between incorporation and the first annual filing.

A Real Example: A Delhi Marketing Consultant Going Corporate

Take a hypothetical Delhi-based marketing consultant — Priya — who has been freelancing for two years and just landed a retainer with a corporate client that requires invoicing through a company. Here is how her OPC numbers shape up in FY 2026-27.

• Authorised capital: ₹10,00,000 — gives room to scale without a separate increase filing later.
• Paid-up capital: ₹1,00,000 — subscribed and committed via INC-20A within 180 days.
• Delhi stamp duty on MOA + AOA: approximately ₹560 under Schedule I-A on ₹10 lakh authorised capital.
• MCA registration fees: approximately ₹2,000 on a slab basis tied to authorised capital.
• Class-3 DSC and professional charges: covered inside the Legal Suvidha OPC package.
• Total government cost outside the package: roughly ₹2,560 — predictable and quoted upfront.

Priya's OPC receives its GSTIN within 7 days through the same SPICe+ filing, her current account activates inside 2 weeks, and the corporate retainer starts flowing through the OPC bank account from month one. She tracks her turnover monthly — once she crosses ₹2 crore average over 3 financial years or her paid-up capital crosses ₹50 lakh, she has six months to convert to a regular Private Limited Company.

Annual Compliance After Incorporation

An OPC sits in a lighter compliance band than a Private Limited Company, but it is not compliance-free. The MCA calendar is short but firm.

• Form AOC-4: Financial statements filed within 180 days from the close of the financial year — no AGM is required for an OPC, but the filing itself is mandatory.
• Form MGT-7A: OPC-specific annual return filed within 60 days of completing 180 days from the financial year-end.
• Form ADT-1: First auditor appointed within 30 days of incorporation; reappointment cycle of 5 years thereafter.
• Income tax return: ITR-6 due 31 October each year; tax audit applies if turnover crosses ₹1 crore (or ₹10 crore if digital receipts are 95% or more).
• DIR-3 KYC: Annual director KYC due 30 September — Aadhaar OTP based on the V3 portal.
• INC-22: Filed within 30 days if the registered office address changes inside Delhi or across jurisdictions.

Miss MGT-7A or AOC-4 and the late fee is ₹100 per day with no upper cap. Two consecutive years of non-filing trigger director disqualification under Section 164(2) of the Companies Act 2013.

Where It Goes Wrong

RoC Delhi is methodical about a small set of recurring issues. The same mistakes show up across rejections — and most of them are avoidable with the right documentation prepared upfront.

• DDA / leasehold restrictions: Some DDA-allotted residential properties prohibit commercial use altogether — using such an address triggers rejection or post-incorporation enforcement action.
• Society or RWA NOC missing: Apartment complexes in South Delhi, Dwarka, and Rohini often require a society NOC permitting commercial registration — a landlord NOC by itself is rarely sufficient.
• Nominee not properly informed: INC-3 needs the nominee's full understanding of inheritance and transfer consequences — later family disputes create avoidable legal mess.
• Object clause drawn too narrow: A consultant who only lists 'management consultancy' cannot later sell SaaS products without amending the MOA — and amendment costs time and filing fees.
• Authorised capital set too low: Filing fees are slab-based, so pushing authorised capital to ₹10 lakh upfront usually costs the same as ₹1 lakh and avoids a separate capital increase later.
• Name collision with an existing trademark: MCA database clearance alone is not enough — a parallel trademark Class search is essential to avoid an opposition risk down the line.
• Skipping INC-20A within 180 days: Missing this filing makes the company technically non-operational and exposes the director to strike-off and disqualification.

What You Receive at the End

• Certificate of Incorporation issued by RoC Delhi with your CIN
• PAN and TAN allotment letters in the company's name
• Digitally signed and stamped MOA and AOA
• DIN for the director and Class-3 DSC for the member
• GSTIN under the AGILE-PRO-S bundle (if opted in)
• EPFO and ESIC registration numbers
• Delhi Professional Tax registration certificate
• Bank account activated with your chosen partner bank
• Statutory register templates ready for the first board entry
• First-year compliance calendar covering INC-20A, ADT-1, MBP-1, AOC-4, and MGT-7A

How to Get Started

Reach out with your full name, PAN, Aadhaar, a recent passport-style photograph, and your nominee's same set of documents. We will check eligibility under Section 3(1)(c) of the Companies Act 2013, validate your registered office address against RoC Delhi's NOC requirements, and confirm whether your proposed name has any trademark or MCA database collision risk.

From there we organise your Class-3 DSC, file SPICe+ Part A for name reservation, and walk you through the eMOA and eAOA drafting. The full file moves through SPICe+ Part B with AGILE-PRO-S, and we track the RoC Delhi queue daily until the Certificate of Incorporation lands. You receive a clean one-page first-year compliance calendar alongside the CIN, so the first 180 days are mapped out before you even open the bank account.