Register a One Person Company in India from Canada

How to Register a One Person Company in India from Canada

A One Person Company (OPC) under Section 2(62) of the Companies Act, 2013 enables a single individual to enjoy the advantages of incorporation — limited liability, separate legal entity, and perpetual succession — while retaining sole ownership and management control. For Indian citizens living in Canada, whether on a Work Permit, as Permanent Residents, or as international students, the OPC offers a streamlined way to start a business in India without the need for a co-founder or additional shareholders.

Critical eligibility rule: Only Indian citizens holding a valid Indian passport can form an OPC. Canadian citizens — even those of Indian origin — and OCI (Overseas Citizen of India) cardholders who have renounced Indian citizenship are not eligible. India does not permit dual citizenship. If you have acquired Canadian citizenship and surrendered your Indian passport, consider a Private Limited Company or other entity structure that allows FDI.

The Companies (Incorporation) Second Amendment Rules, 2021 (G.S.R. 91(E), notified 1 February 2021 and in force from 1 April 2021) significantly expanded OPC accessibility for NRIs in Canada. Rule 3(1) now reads "a natural person who is an Indian citizen, whether resident in India or otherwise", so an Indian citizen living in Canada is eligible however long they have been away, and the residency test in Explanation I was cut from 182 days to 120 days. The same notification removed the mandatory-conversion triggers tied to paid-up capital of INR 50 lakh and turnover of INR 2 crore, and the two-year lock-in on voluntary conversion. These reforms were designed to bring NRI-owned businesses into the formal corporate sector and encourage diaspora entrepreneurship.

For entity comparisons, see our Private Limited vs. OPC and Compliance Cost: Pvt Ltd vs. LLP vs. OPC guides.

Why an OPC Cannot Receive FDI

An OPC cannot take in outside equity, foreign or Indian. Rule 3(1) of the Companies (Incorporation) Rules, 2014 allows only one natural person who is an Indian citizen to be the member of an OPC, so there is no share capital that a foreign company, fund or non-citizen individual can subscribe to. That structurally rules out Foreign Direct Investment, whether under the automatic route or the government approval route.

Your OPC must be capitalized exclusively from your personal NRI funds:

• NRE Account: CAD remitted to India and converted to INR; whether the shares are then held on a repatriable basis depends on the FEMA schedule under which the investment is made, so confirm the route with your bank and advisor before subscribing
• NRO Account: Indian-sourced income or CAD remittances, invested on a non-repatriation basis
• FCNR(B) Account: Foreign currency term deposits with an Indian bank

If your business model requires venture capital, angel investment, or institutional funding from Canadian sources, you must incorporate a Private Limited Company, which is eligible for 100% FDI under the automatic route in most sectors.

DTAA Benefits for NRIs in Canada

The India-Canada DTAA, signed on 11 January 1996 and in force since 6 May 1997, prevents double taxation of income earned by Indian citizens residing in Canada. Canada uses a credit method — you pay tax in India first, then claim a Foreign Tax Credit on your Canadian tax return (T1) for Indian taxes paid.

Key DTAA provisions for OPC owners in Canada:

• Dividend income: India's domestic withholding rate of 20% plus surcharge and cess applies, because the treaty ceiling for holdings below 10% of voting power is 25% under Article 10(2)(b) — higher than the domestic rate, and Section 90(2) lets you use whichever is lower. Canada taxes foreign dividends at your marginal rate with credit for Indian withholding
• Interest income: Capped at 15% under Article 11 (versus 20% domestic rate). Interest on NRE accounts remains exempt in India
• Royalties and fees for included services: under Article 12, 10% for the use of industrial, commercial or scientific equipment and 15% for other royalties and for fees for included services
• Director salary: Taxable in India at applicable slab rates; claim Foreign Tax Credit on your Canadian T1 return
• Capital gains: Both countries may tax under Article 13, with credit relief available in Canada

To claim DTAA benefits, obtain a Tax Residency Certificate (TRC) from the Canada Revenue Agency (CRA) and file Form 10F with Indian tax authorities. Canadian tax residents (those who satisfy the CRA's residency tests — ties to Canada, 183-day rule, etc.) qualify for treaty benefits.

Document Requirements and Authentication

Both India and Canada are members of the Hague Apostille Convention. Canada acceded on 12 May 2023 and the Convention entered into force for Canada on 11 January 2024, so documents now follow the apostille route instead of the earlier embassy attestation process. See our Apostille vs. Embassy Attestation guide.

Required documents from the NRI member in Canada:

• Indian passport (valid, proving Indian citizenship) — notarized copy, apostilled by Global Affairs Canada or provincial competent authority
• Canadian address proof — utility bill, bank statement, or CRA Notice of Assessment (notarized and apostilled)
• PAN card — existing PAN or auto-generated during SPICe+
• Passport-sized photographs
• Digital Signature Certificate (DSC): Class 3 DSC from an Indian Certifying Authority
• Nominee consent (Form INC-3): From a natural person who is an Indian citizen (resident in India or otherwise)
• Nominee documents: PAN, address proof and photograph (Aadhaar where the nominee has one)
• Registered office address proof: Rental agreement or ownership deed in India, plus NOC from property owner

In Canada, apostilles are issued by Global Affairs Canada or by the designated provincial or territorial competent authority for documents issued in that jurisdiction. Global Affairs Canada charges no fee, but as at August 2026 it is processing requests received about 25 business days earlier, plus 5-10 business days of mailing; provincial and territorial authorities set their own fees and timelines, and are often faster.

Step-by-Step Registration Process

OPC registration uses the SPICe+ system on the MCA portal:

1. Obtain DSC: Apply for a Class 3 Digital Signature Certificate using apostilled identity documents. Timeline: 2-3 business days.
2. Reserve company name (SPICe+ Part A): Submit two preferred names with "(OPC)" suffix. Reserved for 20 days. Timeline: 1-2 business days.
3. Appoint nominee: Choose a natural person who is an Indian citizen; since the 2021 amendment the nominee need not be resident in India, though a nominee based in India is usually more practical. Obtain signed Form INC-3. The nominee has no operational role — they become the member only upon your death or incapacity.
4. Prepare MOA and AOA: Draft the Memorandum of Association and Articles of Association in SPICe+ electronic format.
5. File SPICe+ Part B: Submit complete incorporation application including DIN allotment, registered office details, nominee consent, and statutory declarations. DIN is auto-allotted.
6. Certificate of Incorporation: ROC issues the Certificate with CIN. PAN and TAN are auto-generated. Timeline: 3-5 business days.
7. Open company bank account: Open a current account in the OPC's name with an Indian bank. NRIs in Canada may need a power of attorney for a local representative. Timeline: 5-7 business days.
8. GST registration (if applicable): Register for GST if turnover exceeds INR 40 lakh for goods or INR 20 lakh for services (lower in special-category states). Timeline: 3-7 business days.

Timeline and Costs

End-to-end OPC incorporation from Canada typically takes 10-15 business days (plus apostille processing time):

Estimated costs:

• MCA government fees: INR 500-2,000 (based on authorized capital)
• Stamp duty: Varies by Indian state — Maharashtra ~0.15%, Delhi ~0.1%, Karnataka ~0.3%
• DSC: INR 1,500-2,500
• Professional fees (CA/CS): INR 5,000-15,000
• Apostille fees (Canada): Global Affairs Canada charges nothing; provincial and territorial competent authorities set their own fees
• Virtual registered office: INR 5,000-15,000 per year

No minimum capital: OPCs have no minimum paid-up capital since the 2021 amendments. You can start with any authorized capital.

Post-Registration Compliance

OPCs enjoy simplified compliance compared to other company structures:

• Financial statements (AOC-4): Filed within 180 days from financial year end. AOC-4 guide
• Annual return (MGT-7A): Simplified form for OPCs, filed within 60 days from the AGM due date. MGT-7 guide
• No AGM required: OPCs are exempt from Annual General Meetings under Section 96(1)
• Board meetings: Minimum two per year (one in each half-year), at least 90 days apart. Single-director OPCs can record resolutions directly in the minutes book
• Income tax return: Taxed as a domestic company — 22% under the concessional corporate regime (about 25.17% with surcharge and cess), or 25% where turnover is within the prescribed threshold. Note that the Income-tax Act, 2025 replaced the Income-tax Act, 1961 with effect from 1 April 2026, so section numbering has changed
• Director KYC (DIR-3 KYC): Annual filing by September 30
• Form 15CA/15CB: Required for remittances abroad to the NRI member; a Form 15CB certificate from a chartered accountant applies where the remittance exceeds INR 5 lakh in a financial year. Details

No Mandatory Conversion Thresholds

The 2021 amendments removed the mandatory conversion triggers that previously required OPCs to convert to a Private Limited Company when paid-up capital exceeded INR 50 lakh or turnover exceeded INR 2 crore. Your OPC can now scale without forced conversion. Voluntary conversion is available at any time.

Cannot Convert to Section 8 Company

An OPC cannot be converted into a Section 8 Company (non-profit). Charitable or non-profit activities require a separate Section 8 Company incorporation.

Common Challenges for NRIs in Canada

Canada-based Indian citizens face these practical considerations when setting up an OPC:

• Dual citizenship issue: Canada permits dual citizenship, but India does not. Many Indian immigrants in Canada eventually acquire Canadian citizenship, which requires surrendering the Indian passport. Before becoming a Canadian citizen, decide whether to convert your OPC to a Private Limited Company, as you will lose OPC eligibility upon renouncing Indian citizenship.
• Nominee selection: The nominee must be a natural person who is an Indian citizen; since the Companies (Incorporation) Second Amendment Rules, 2021 they no longer have to be resident in India. A parent, sibling, or trusted family member is the typical choice. The nominee can be changed anytime via Form INC-3 (new) and Form INC-4 (withdrawal). The nominee has no operational authority.
• No external investment: The OPC cannot accept equity from any source — including Canadian angel investors, venture capital, or government-backed innovation funds. All capitalization must come from your personal NRI accounts. For fundraising needs, use a Private Limited Company.
• Time zone coordination: Canada spans 6 time zones (NST to PST), creating a 9.5-13.5 hour difference from IST. Eastern Time (Toronto, Montreal) is 10.5 hours behind IST. This makes real-time coordination with Indian banks and MCA challenging. Plan filings and bank interactions accordingly.
• Canadian tax obligations: Canada taxes residents on worldwide income. OPC profits — whether drawn as salary, dividends, or fees — must be declared on your Canadian T1 return. Claim Foreign Tax Credits for Indian taxes paid. Report Indian bank accounts if the total cost exceeds CAD 100,000 (Form T1135 — Foreign Income Verification Statement).
• PR to citizenship transition: If you are currently a Canadian PR and plan to acquire Canadian citizenship, consider structuring your Indian business as a Private Limited Company from the start to avoid the complexity of OPC-to-PvtLtd conversion later.

Frequently Asked Questions

Can an Indian citizen with Canadian Permanent Residency register an OPC?

Yes. Canadian PR is a residency status, not citizenship. As long as you hold a valid Indian passport and have not acquired Canadian citizenship, you are fully eligible to form an OPC. The majority of Indian PRs in Canada retain Indian citizenship and qualify for OPC registration.

Is there a minimum capital requirement for an OPC?

No. Minimum paid-up capital was abolished for all companies by the Companies (Amendment) Act, 2015, and the Companies (Incorporation) Second Amendment Rules, 2021 (in force 1 April 2021) removed the OPC conversion thresholds of INR 50 lakh paid-up capital and INR 2 crore turnover. You can incorporate with any authorized capital — even INR 10,000.

Can my OPC receive investment from a Canadian corporation or VC fund?

No. An OPC cannot receive FDI or external equity investment from any source. The sole Indian citizen member must be the only shareholder. If you need to raise capital from Canadian investors, incorporate a Private Limited Company in India, which permits 100% FDI under the automatic route.

I plan to become a Canadian citizen soon. Should I still register an OPC?

Consider a Private Limited Company instead. Acquiring Canadian citizenship requires surrendering your Indian passport, which immediately disqualifies you from OPC membership. Converting an OPC to a Private Limited Company is possible but adds complexity. A Private Limited Company from the start avoids this issue.

How is OPC income reported on my Canadian tax return?

OPC salary income is declared as foreign employment income. Dividends are declared as foreign investment income. Claim Foreign Tax Credits (FTC) on Form T2209 for Indian taxes paid. If your Indian bank and investment accounts exceed CAD 100,000 in total cost, file Form T1135 (Foreign Income Verification Statement) with the CRA.

Can I be the member of an OPC and also run a Canadian business?

Yes. There is no restriction on running a Canadian sole proprietorship, corporation, or any other Canadian business while being the member of an Indian OPC. The only restriction is that you cannot be a member of more than one OPC or a nominee in more than one OPC in India.

Does the nominee need to be my relative?

No. The nominee can be any natural person who is an Indian citizen — since the 2021 amendment they need not be resident in India. There is no requirement for a family relationship. However, since the nominee becomes the sole member upon your death or incapacity, choosing a trusted person — family member or otherwise — is advisable. The nominee can be changed at any time via Form INC-3 and Form INC-4.