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INC-2 Incorporation and Nomination (OPC)

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One Person Company (OPC) is a popular structure for solo entrepreneurs and professionals who want limited liability and organized business operations. The incorporation process was earlier done using Form INC-2—a dedicated form for OPC registration and nomination of the sole member.

This blog explains the complete step-by-step process, documents required, nomination rules, and compliance aspects related to OPC incorporation through INC-2 (as applicable for reference and older cases).

Introduction

OPC was introduced under the Companies Act, 2013 to support individual entrepreneurs who want the protection of a company structure without the complexity of multiple shareholders.

Form INC-2 played a crucial role in:

  • Filing the incorporation application
  • Defining the member’s details
  • Adding a nominee who automatically becomes the member if the original member dies or becomes incapacitated

Although the SPICe+ system has replaced INC-2 for new incorporations, many businesses still need step-based guidance for legal referencing, historical filings, and understanding the compliance structure.

Step-by-Step Process for INC-2 OPC Incorporation & Nomination

1. Check Eligibility for OPC Incorporation

Before applying through INC-2, ensure the applicant meets OPC conditions:

  • Only one member allowed
  • Member must be an individual and an Indian citizen
  • Member must be a resident of India (stay ≥ 182 days in a year)
  • A person cannot incorporate more than one OPC
  • OPC must convert to a private/public company if thresholds are exceeded

2. Obtain Digital Signature Certificate (DSC)

The first step is obtaining a DSC for:

  • Proposed Member
  • Proposed Nominee
  • Professional certifying the form (CA/CS/CMA)

Documents Needed:

  • PAN
  • Aadhaar / Address proof
  • Photo
  • Email & mobile OTP

3. Apply for Director Identification Number (DIN)

If the proposed director does not have a DIN, apply through:

  • INC-3 (Nominee consent verification)
  • DIN allotment inside the incorporation process

DIN becomes the unique director identity number.

4. Decide the Proposed Company Name

OPC name must follow the naming rules:

  • Should end with “(OPC) Private Limited”
  • Should not conflict with an existing trademark
  • Must match the company’s main activity

You may conduct an optional RUN form name reservation.

5. Prepare Required Documents for Incorporation

Documents of Member & Nominee

  • PAN
  • Aadhaar
  • Address proof (Bank statement / Electricity bill)
  • Latest passport-size photo
  • Email ID & mobile number

Documents for Registered Office

  • Rent agreement / lease deed
  • Owner NOC
  • Utility bill not older than 2 months

Company Documents

  • MoA (INC-33)
  • AoA (INC-34)
  • Declaration by professional (INC-8)
  • Affidavit & declarations (INC-9)

6. Obtain Consent of Nominee – Form INC-3

Every OPC must have a nominee.

INC-3 includes:

  • Nominee’s personal details
  • Consent to act as member upon death/incapacity of original member
  • Identity & address proofs

This consent is attached inside INC-2.

7. Fill Out Form INC-2 (OPC Incorporation Form)

INC-2 was the dedicated form for OPC incorporation.

Key details captured in INC-2:

  • Member information
  • Nominee details (pre-filled from INC-3)
  • Company name
  • Registered office address
  • Capital structure
  • MoA & AoA attachments
  • DIN allotment request
  • Professional certification

8. Attach Mandatory Documents in INC-2

Typical attachments include:

  • MoA (INC-33)
  • AoA (INC-34)
  • Identity/address proof of member & nominee
  • Registered office proof + NOC
  • INC-3 (Nominee consent)
  • Affidavits (INC-9)
  • Professional certification
  • Declaration of compliance

9. Certification by Professional

A practicing CA/CS/CMA must verify the form.
They confirm:

  • Applicant eligibility
  • Validity of documents
  • Compliance with Companies Act

Incorrect certification can lead to penalties.

10. Upload INC-2 on MCA Portal & Pay Fees

Once the form is signed and validated, upload on the MCA portal.
Fees depend on:

  • Authorized capital
  • Stamp duty based on state

11. MCA Processing & Certificate of Incorporation (COI)

After verification, MCA issues the Certificate of Incorporation, which includes:

  • CIN (Corporate Identification Number)
  • PAN
  • TAN
  • Date of Incorporation

This confirms that the OPC is legally formed.

Post-Incorporation Requirements

Once the OPC is incorporated, the company must:

  • Open a bank account
  • Appoint auditor within 30 days
  • File INC-20A (Commencement of business)
  • Maintain statutory registers
  • Keep accounting books
  • Follow annual ROC filings (AOC-4 & MGT-7A)

Advantages of OPC Registration

  • 100% control with one individual
  • Limited liability protection
  • Easy to manage
  • Lower compliance compared to private limited
  • Smooth conversion into a private company when business grows

Conclusion

INC-2 was an important form in the history of OPC incorporation—covering member details, nominee appointment, and complete company setup in one place. Understanding its step-by-step structure helps entrepreneurs, consultants, and compliance professionals navigate OPC regulations more confidently.

Saving Mantra supports entrepreneurs with OPC registration, MCA filings, legal documentation, and a complete compliance dashboard to manage their business seamlessly.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time, and interpretations may vary based on specific facts and circumstances.

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

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