Register a One Person Company in India from the UK

How to Register a One Person Company in India from the UK

A One Person Company (OPC) is a distinct corporate form under the Companies Act, 2013 that allows a single individual to enjoy the benefits of incorporation — limited liability, separate legal entity status, and perpetual succession — while retaining complete control as the sole member and director. For Indian citizens residing in the United Kingdom, the OPC offers a practical and cost-effective way to establish a business presence in India without requiring multiple shareholders.

Eligibility requirement: Only Indian citizens with a valid Indian passport can form an OPC. British citizens, even those of Indian origin, and Overseas Citizens of India (OCI) cardholders are not eligible. If you hold only a British passport, consider a Private Limited Company structure instead.

The Companies (Incorporation) Second Amendment Rules, 2021, effective from April 1, 2021, made OPCs far more accessible to NRIs by reducing the residency requirement from 182 days to 120 days in India during the preceding financial year and removing the earlier conversion caps on paid-up capital (INR 50 lakh) and turnover (INR 2 crore). These reforms were specifically designed to encourage Indian diaspora entrepreneurship and bring more NRI-owned businesses into India's formal corporate sector.

For detailed 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 receive Foreign Direct Investment (FDI) from any external source. The FDI policy under FEMA and the consolidated FDI policy issued by the Department for Promotion of Industry and Internal Trade (DPIIT) does not extend to OPCs. This is because an OPC must be wholly owned by a single natural person who is an Indian citizen — the concept of foreign shareholding or equity participation through the automatic route or government approval route is structurally incompatible with the OPC model.

Your OPC can only be funded through your personal NRI resources:

• NRE Account: Funds remitted from the UK in GBP can be routed through your NRE account; capital contributed to an OPC is treated as domestic investment on a non-repatriation basis under FEMA
• NRO Account: Indian-sourced income or remittances from the UK, invested on a non-repatriation basis (repatriation from an NRO account is limited to USD 1 million per financial year under RBI's remittance-of-assets facility for NRIs)
• FCNR(B) Account: Foreign currency term deposits maintained with an Indian bank

If your business plans include raising investment from UK-based angel investors, venture capital firms, or institutional investors, you must incorporate a Private Limited Company, which permits 100% FDI under the automatic route in most sectors.

DTAA Benefits for NRIs in the UK

The India-UK Double Taxation Avoidance Agreement, signed in 1993 with a 2012 protocol update, provides relief from double taxation on income earned by Indian citizens residing in the UK. As an OPC owner based in the UK, the DTAA is directly relevant when you draw income from your Indian OPC.

Key tax treaty rates under the India-UK DTAA:

• Dividend income: Withholding tax capped at 10% under the treaty (Article 11), compared to the 20% domestic rate — a significant saving for OPC profit distributions
• Interest income: Capped at 15% under the treaty (Article 12), versus 20% domestic rate
• Royalties and fees for technical services: capped at 15% under the treaty, except royalties for the use of industrial, commercial, or scientific equipment, which are capped at 10%
• Director salary: Taxed in India at applicable slab rates; you claim a Foreign Tax Credit in your UK Self Assessment tax return to offset Indian taxes paid

To claim DTAA benefits, you must obtain a Tax Residency Certificate from HMRC and file Form 10F with Indian income tax authorities. Note that the UK abolished the non-dom remittance basis from 6 April 2025; UK residents are now generally taxed on worldwide income, with a four-year foreign income and gains (FIG) regime available to qualifying new arrivals, so DTAA relief and foreign tax credits are the main protection against double taxation.

Document Requirements and Authentication

Both India and the UK are signatories to the Hague Apostille Convention, so all documents follow the apostille route rather than embassy attestation. See our Apostille vs. Embassy Attestation comparison for details.

Documents required from the NRI member in the UK:

• Indian passport (valid, proving Indian citizenship) — notarized copy, apostilled
• UK address proof — council tax bill, bank statement, or HMRC correspondence (notarized and apostilled)
• PAN card — existing Indian PAN, or it will be auto-generated during SPICe+ incorporation
• Passport-sized photographs (recent, white background)
• Digital Signature Certificate (DSC) — Class 3 DSC obtained from a licensed Indian Certifying Authority
• Nominee consent (Form INC-3): Signed by an Indian citizen resident in India who agrees to act as nominee
• Nominee documents: PAN, Aadhaar, address proof, and photograph
• Registered office address proof: Rental agreement or ownership deed for the Indian office, plus NOC from property owner

In the UK, apostilles are issued by the Foreign, Commonwealth & Development Office (FCDO). The standard paper service costs GBP 45 per document and can take up to 25 working days, so factor this into your planning; an e-Apostille service (GBP 35, about 2 working days) and business-only next-day services also exist, though paper apostilles remain the safest format for Indian filings.

Step-by-Step Registration Process

OPC incorporation uses the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) system on the MCA portal:

1. Obtain a Digital Signature Certificate (DSC): Apply for a Class 3 DSC from an MCA-approved Certifying Authority using your apostilled Indian passport and UK address proof. Timeline: 2-3 business days.
2. Reserve the company name (SPICe+ Part A): Submit up to two preferred names. The name must include "(OPC)" as a suffix. Names are reserved for 20 days. Timeline: 1-2 business days.
3. Select and appoint a nominee: Choose an Indian citizen resident in India. The nominee signs Form INC-3 consenting to become the member upon your death or incapacity. The nominee has no operational role whatsoever.
4. Prepare MOA and AOA: Draft the Memorandum of Association (business objects) and Articles of Association (internal governance rules) in the prescribed SPICe+ electronic format.
5. File SPICe+ Part B: Submit the complete incorporation application with DIN application, director details, registered office proof, nominee consent, and statutory declarations. The DIN is allotted automatically upon approval.
6. Certificate of Incorporation: The ROC issues the Certificate of Incorporation with CIN, PAN, and TAN. Timeline: 3-5 business days from submission.
7. Open a company bank account: Open a current account in the OPC's name. UK-based NRIs can coordinate remotely or through a power of attorney holder. Timeline: 5-7 business days.
8. GST registration (if applicable): Apply if turnover exceeds INR 20 lakh or if you provide taxable services. GST registration takes 3-7 business days.

Timeline and Costs

The complete OPC registration process for an NRI in the UK typically takes 10-15 business days once apostilled documents are in hand (FCDO apostille time varies by service level):

Estimated costs:

• MCA government fees: INR 500-2,000 (based on authorized capital)
• Stamp duty: Varies by state of incorporation — typically around 0.1%-0.2% of authorized capital, subject to state-specific minimums and caps
• DSC: INR 1,500-2,500
• Professional fees (CA/CS): INR 5,000-15,000
• FCDO apostille fees: GBP 45 per document (standard paper service); GBP 35 for e-Apostille
• Registered office (virtual office): INR 5,000-10,000 per year if you do not own property in India

No minimum capital: There is no mandatory minimum paid-up capital for OPCs — the earlier INR 1 lakh requirement was removed by the Companies (Amendment) Act, 2015. You can start with any amount.

Post-Registration Compliance

OPCs have a lighter compliance burden than Private Limited Companies. Annual obligations include:

• Financial statements (Form AOC-4): Filed within 180 days from the financial year end. AOC-4 guide
• Annual return (Form MGT-7A): Simplified form for OPCs, filed within 60 days from the date the AGM would have been held. MGT-7 guide
• No AGM required: OPCs are exempt from holding Annual General Meetings under Section 96(1)
• Board meetings: Minimum two per calendar year (one in each half), with at least 90 days between meetings. Single-director OPCs can pass resolutions directly into the minutes book
• Income tax return: Filed as a domestic company. Tax rate: 22% under the concessional regime of Section 115BAA of the 1961 Act, carried forward under the Income-tax Act, 2025 (effective ~25.17%), or 25% for turnover up to INR 400 crore
• Director KYC (DIR-3 KYC): Annual filing by September 30
• Form 15CA/15CB: Required for each remittance to the NRI member. Form 15CA is filed online; Form 15CB is a CA certificate

Automatic Conversion Rules

The original Companies Act required mandatory conversion to a Private Limited Company if paid-up capital exceeded INR 50 lakh or turnover exceeded INR 2 crore. The 2021 amendments removed these thresholds entirely. Your OPC can grow without any mandatory conversion. Voluntary conversion to a Private Limited or Public Company is available at any time.

Cannot Convert to Section 8 Company

An OPC cannot be converted into a Section 8 Company (non-profit entity). If you need a charitable or non-profit structure, you must incorporate a Section 8 Company separately.

Common Challenges for NRIs in the UK

UK-based Indian citizens face several practical considerations when setting up an OPC in India:

• Nominee selection: The nominee must be an Indian citizen resident in India. Choose someone you trust — a family member is common. The nominee can be changed at any time via Form INC-3 (new) and Form INC-4 (withdrawal). The nominee has no operational role and gains control only upon your death or incapacity.
• No external investment: The OPC structure does not allow equity participation from any third party. All funding must come from your personal NRI accounts. If you need to raise capital from UK-based investors, angel networks, or VCs, convert to a Private Limited Company first.
• Banking from abroad: Opening and operating a company current account remotely can be challenging. Some banks require the director to visit India in person. Consider banks with robust NRI services (HDFC, ICICI, SBI) and prepare a power of attorney for a local representative.
• UK tax implications: As a UK tax resident, profits from your OPC may be reportable on your UK Self Assessment. UK residents are generally taxable on worldwide income — the former non-dom remittance basis was abolished from 6 April 2025, though qualifying new arrivals may use the four-year foreign income and gains (FIG) regime. Consult a UK tax advisor familiar with Indian investments.
• GMT+5:30 coordination: The time difference between the UK and India (4.5-5.5 hours depending on BST/GMT) is manageable but requires planning for bank interactions, MCA filing deadlines, and professional consultations.
• Dual citizenship restrictions: India does not permit dual citizenship. If you have acquired British citizenship and surrendered your Indian passport, you cannot form an OPC. You would need to apply for OCI status and use a different entity structure.

Frequently Asked Questions

Can an Indian citizen with UK Indefinite Leave to Remain (ILR) register an OPC?

Yes, provided you still hold a valid Indian passport and have not acquired British citizenship. ILR is an immigration status, not citizenship. As long as you retain Indian citizenship, you are eligible to form an OPC regardless of your UK immigration status.

Is there a minimum capital requirement for OPCs?

No. There is no minimum paid-up capital for an OPC — the earlier INR 1 lakh floor was removed in 2015, so you can incorporate with any amount. Separately, since April 1, 2021, the INR 50 lakh paid-up capital and INR 2 crore turnover ceilings that previously forced conversion to a Private Limited Company have been completely removed.

Can my OPC accept investment from UK-based angel investors?

No. An OPC cannot receive FDI or external equity investment from any source. The sole member must remain the only shareholder. To bring in external investors, you must first convert the OPC to a Private Limited Company and then issue shares under the FDI regulations.

How do I pay myself from the OPC while living in the UK?

You can draw a director's salary (taxed in India at slab rates), receive dividends (taxed at 20% in India, reduced to 10% under DTAA with TRC), or receive fees for professional services. Each payment abroad requires Form 15CA/15CB compliance. Claim Foreign Tax Credit in your UK Self Assessment to avoid double taxation.

What is the nominee's role and can I change the nominee?

The nominee has no operational role — no voting rights, profit-sharing, or management authority. The nominee only becomes the sole member upon your death or incapacity. You can change the nominee at any time by filing Form INC-3 (new nominee consent) and Form INC-4 (withdrawal of earlier nominee) with the ROC.

Can I convert my OPC to a Private Limited Company later?

Yes, voluntary conversion is permitted at any time. You need to increase the number of members to at least two and directors to at least two, and file Form INC-6 with the ROC. There are no turnover or capital thresholds required for voluntary conversion since the 2021 amendments.

Does the OPC need to conduct an AGM?

No. One Person Companies are exempt from holding Annual General Meetings under Section 96(1) of the Companies Act, 2013. However, you must still file annual returns (MGT-7A) and financial statements (AOC-4) with the ROC.