OPC Registration in Delhi NCR

At a glance

What an OPC is, and its honest limits

A One Person Company is a private limited company with a single member, introduced by the Companies Act, 2013 to give solo founders limited liability without a nominal second shareholder. Registered in Delhi NCR, the file sits with ROC Delhi-I / Delhi-II / Haryana / UP-II.

Being straight about the constraints, because they decide whether an OPC is right for you:

• ✓Only a natural person who is an Indian citizen, whether resident in India or not (since 1 April 2021), may form or be a nominee of an OPC. A company cannot.
• ✓A person can form only one OPC and be the nominee of only one.
• ✓An OPC cannot carry on non-banking financial investment activity.
• ✓An OPC cannot be converted into a Section 8 company.
• ✓It is not a structure external investors subscribe to. If you expect to raise equity, a private limited company is the better starting point.

Converting an OPC

There is no longer any size limit that forces an OPC to convert. The old rule requiring conversion once paid-up capital exceeded Rs 50 lakh or average turnover exceeded Rs 2 crore was removed from 1 April 2021 by the Companies (Incorporation) Second Amendment Rules, 2021. An OPC converts into a private or public limited company voluntarily, usually when it needs a second shareholder or outside investment, by increasing its members and directors to the minimum for the new class.

Conversion is filed with ROC Delhi-I / Delhi-II / Haryana / UP-II, the same registrar that holds the original incorporation. Conversion is never forced by size, but it does carry its own filings, a fresh set of statutory registers and a change in the annual compliance load, so plan it before a fundraise rather than during one.

No professional tax in NCR

None of Delhi, Haryana or Uttar Pradesh levies professional tax. An NCR entity has no PTEC or PTRC obligation at all, which is a genuine and often overlooked saving against Mumbai, Kolkata, Bangalore or Hyderabad.

For a solo founder this is a meaningful ongoing difference. An OPC incorporated in Mumbai, Kolkata, Bangalore or Hyderabad carries a professional tax registration and recurring returns for both the company and its sole director. An NCR OPC carries neither.

Where a solo founder genuinely has flexibility on registered office location, this is a recurring saving rather than a one-time one, and it compounds over the life of the company.

Which registrar holds the file

Documents required

From the member and the nominee

• ✓PAN and Aadhaar of the member
• ✓PAN and Aadhaar of the nominee
• ✓Address proof dated within two months for both
• ✓Passport-size photographs
• ✓Written consent of the nominee in Form INC-3

For the Delhi NCR registered office

• ✓Utility bill dated within two months
• ✓Rent or lease agreement where not owned
• ✓No-objection certificate from the owner

The process, step by step in Delhi NCR

Step 1. DSC for the member and director

A Class 3 DSC is issued for the sole member, who is usually also the sole director.

Step 2. Obtain nominee consent in INC-3

The nominee's written consent is obtained before filing. Without it the application cannot proceed, and this is the step that most commonly delays an OPC.

Step 3. Name reservation via SPICe+ Part A

The name is reserved, and must carry the OPC suffix in the prescribed form.

Step 4. Draft MOA and AOA

The MOA records the nominee, and the registered office clause states a Delhi NCR address.

Step 5. File SPICe+ Part B

The incorporation application is filed and processed centrally by the Central Registration Centre (CRC); the company's file then sits with ROC Delhi-I / Delhi-II / Haryana / UP-II. NCR stamp duty on MOA and AOA is e-stamped through the same gateway.

Step 6. Certificate of Incorporation

The CRC issues the COI with CIN, along with PAN and TAN. Post-incorporation filings go to ROC Delhi-I / Delhi-II / Haryana / UP-II.

Step 7. Post-incorporation

Bank account, INC-20A within 180 days, and GST where thresholds require it - no professional tax applies in NCR.

Timeline

Government charges

Our fees

All plans exclude GST. Government fees and state stamp duty are paid at actuals and shown separately on your invoice.

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Annual compliance

• ✓INC-20A commencement declaration within 180 days
• ✓Auditor appointed by the board within 30 days of incorporation, with ADT-1 filed
• ✓AOC-4 and MGT-7A annual filings - an OPC files MGT-7A rather than MGT-7
• ✓An OPC is exempt from holding an annual general meeting
• ✓No professional tax obligation in NCR

Penalties

OPC compared with the alternatives

Why CorporateWalla

We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, working with Delhi NCR founders from our Delhi office at 04, Malook Singh Marg, Arjun Nagar, Krishan Nagar, Delhi 110051. OPC incorporation is electronic and straightforward; the value is in telling you honestly whether it is the right structure before you pay for it.

• ✓We will tell you if a private limited company suits you better. An OPC that has to convert in eighteen months costs more overall.
• ✓Nominee consent handled at the start, since it is the usual cause of delay
• ✓50% upfront, 50% on delivery

Mistakes we see on Delhi NCR OPC files

• ✓Choosing an OPC while planning to raise equity within a year. Investors do not subscribe to an OPC, so conversion becomes an immediate cost.
• ✓Leaving the nominee until the filing stage. INC-3 consent is mandatory and cannot be worked around.
• ✓Relying on the old conversion thresholds. Many articles still say an OPC must convert above Rs 50 lakh capital or Rs 2 crore turnover; that rule was removed from 1 April 2021, so do not plan, or pay for, a conversion on that basis.
• ✓Filing MGT-7 instead of MGT-7A. An OPC uses the abridged form.

Legal basis

Authority sources: Ministry of Corporate Affairs at mca.gov.in.

A Delhi NCR example

A Delhi NCR solo consultant incorporated an OPC for the limited liability, then agreed terms with an angel investor a year later. Investors cannot hold shares in an OPC alongside the founder, so the company first had to convert into a private limited company, adding a second member and director and filing the conversion with the ROC, before the investment could close. Choosing a private limited company at the outset would have cost slightly more and avoided the delay.

Illustrative scenario based on typical file patterns. Not a named client engagement.

Related services

Same city: Private Limited Company Registration in Delhi NCR, LLP Registration in Delhi NCR, Auditor Appointment in Delhi NCR.

Related pages

• LLP Registration in Delhi NCR
• Auditor Appointment in Delhi NCR
• DPIIT Registration in Delhi NCR
• LLP Form 3 Filing in Delhi NCR
• Partnership Firm Registration in Delhi NCR
• Section 8 Registration in Delhi NCR
• Nidhi Company Registration in Delhi NCR
• Public Limited Company Registration in Delhi NCR
• Private Limited Company Closure in Delhi NCR
• FCRA Registration in Delhi NCR
• DPT-3 Filing in Delhi NCR
• Patent Registration in Delhi NCR
• Partnership Firm to LLP Conversion in Delhi NCR

Reviewed by CA & CS Team - CorporateWalla · Last Updated 28 July 2026 · Reviewed for opc registration in delhi ncr · Sources: Ministry of Corporate Affairs, PIB Release 2210213

Canonical: https://corporatewalla.com/delhi-ncr/opc-registration