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What is OPC Compliance?
A One Person Company (OPC) is a type of private limited company in India that can be incorporated and managed by a single individual, as defined under Section 2(62) of the Companies Act, 2013. It offers limited liability protection while combining the simplicity of a sole proprietorship with corporate benefits. However, OPCs must adhere to specific compliance requirements under the Companies Act, 2013, and related rules to maintain their legal status, avoid penalties, and ensure transparency. These compliances include annual filings with the Ministry of Corporate Affairs (MCA), tax obligations, and maintenance of records. Non-compliance can result in fines (e.g., ₹100 per day for delayed filings), director disqualification, or even striking off the company from the Registrar of Companies (RoC) register.
OPCs enjoy some exemptions compared to other private companies, such as no need for an Annual General Meeting (AGM) and simplified board meeting rules. Below is a comprehensive overview of key OPC compliance requirements, including post-incorporation and annual obligations. The financial year for OPCs runs from April 1 to March 31.
These are one-time or initial steps to ensure the OPC is operational and compliant right after registration:
|
Compliance Requirement |
Description |
Form/Document |
Due Date |
Key Notes |
|
Appointment of Auditor |
Appoint a practicing Chartered Accountant as the first statutory auditor. |
No form needed for first appointment; Form ADT-1 for subsequent auditors. |
Within 30 days of incorporation. |
Auditor serves until the 6th AGM (or equivalent). Exemption from audit if turnover ≤ ₹2 crores (as of latest thresholds). |
|
Commencement of Business Declaration |
Declare that subscriber money has been received and verify no outstanding to creditors. |
Form INC-20A. |
Within 180 days of incorporation. |
Mandatory for companies incorporated after November 2018; non-filing leads to penalties. |
|
Registered Office Verification |
Provide proof of registered office address (e.g., utility bill, rent agreement). |
Form INC-22. |
Within 30 days of incorporation. |
Any change must be reported within 15 days. |
|
Nominee Appointment |
The sole member must appoint a nominee (natural person, Indian citizen/resident). |
Form INC-3 (consent from nominee). |
At the time of incorporation. |
Nominee takes over if the member dies or becomes incapacitated. |
|
Director Identification Number (DIN) and Digital Signature Certificate (DSC) |
Sole director must obtain DIN and DSC for e-filings. |
Integrated in SPICe+ form during incorporation. |
At incorporation. |
Annual DIR-3 KYC is required separately. |
|
Bank Account Opening |
Open a current account in the company's name. |
N/A (bank-specific documents). |
As soon as possible after incorporation. |
Requires incorporation certificate, PAN, MOA/AOA, and board resolution. |
|
Stationery and Name Display |
Purchase name board, rubber stamp, and letterheads with "One Person Company" mentioned. |
N/A. |
Immediately after incorporation. |
Name and address must be displayed at the registered office. |
OPCs must file these every year, regardless of turnover or activity (even if nil returns). Filings are done electronically via the MCA portal. The due dates are from the end of the financial year (March 31), as OPCs are exempt from holding an AGM.
|
Compliance Requirement |
Description |
Form/Document |
Due Date |
Key Notes |
|
Board Meetings |
Hold at least one board meeting in each half of the calendar year (gap ≥90 days). Record decisions in writing (no formal minutes needed if solo director). |
Minutes book entry. |
One in Jan-Jun; one in Jul-Dec. |
Exemption from full board meeting rules; resolutions can be passed via minutes signed by the director. |
|
Financial Statements Filing |
File audited balance sheet, profit & loss account, and notes (no cash flow statement required). Signed by director and auditor. |
Form AOC-4. |
Within 180 days of FY end (by September 30). |
Includes auditor's report; must be prepared per accounting standards. |
|
Annual Return Filing |
Report company details like directors, shareholders, share transfers, and borrowings. Simplified for OPCs. |
Form MGT-7A (specific to OPCs and small companies). |
Within 60 days from 6 months after FY end (by September 30 for most). |
Snapshot of FY activities; signed by director (no company secretary needed). |
|
Director KYC |
Annual verification of director's details (email, mobile, etc.). |
Form DIR-3 KYC. |
By September 30 each year. |
Certified by a professional (e.g., CA/CS); non-filing leads to DIN deactivation. |
|
Income Tax Return (ITR) |
File ITR for the company (even if nil income). Tax audit if turnover > ₹1 crore. |
ITR-6 (for companies). |
By September 30 (or October 31 if audit required). |
Assessed as a resident company; deductions under Sections 80JJAA, etc., may apply. |
|
Auditor Appointment/Reappointment |
Appoint/reappoint auditor for next term. |
Form ADT-1. |
Within 15 days of AGM equivalent (or annually). |
Auditor holds office till 6th term; file even for reappointment. |
|
Statutory Registers Maintenance |
Keep registers for members, directors, loans, charges, etc. |
Physical/digital records. |
Ongoing (update annually). |
Includes register of charges (Form CHG-7 for creations/modifications). |
|
MSME Half-Yearly Return |
If payments to MSMEs >45 days overdue. |
Form MSME-1. |
Half-yearly (Oct 31 & Apr 30). |
Applies if OPC deals with MSMEs; penalties for non-filing. |
|
DPT-3 (Deposits Return) |
Annual return of deposits/loans from directors. |
Form DPT-3. |
By June 30 (for FY end). |
One-time for outstanding as of March 31; nil return if no deposits. |
|
Other Tax Compliances |
GST returns (if registered, based on turnover >₹20 lakhs), TDS (if applicable), PF/ESI (if employees). Professional tax in some states. |
Varies (GSTR-1/3B, Form 26Q, etc.). |
Monthly/quarterly/annual. |
GST registration mandatory if interstate supply or turnover threshold met. |
To ease the burden on small entities, OPCs have several relaxations under the Companies Act, 2013:
• No AGM required; resolutions via minutes book.
• No cash flow statement in financials.
• Exempt from certain auditor report orders (CARO 2016/2020) if small.
• Simplified annual return (MGT-7A instead of MGT-7).
• No need for company secretary signature on returns.
• Can convert to private/public company if paid-up capital ≥₹50 lakhs or turnover ≥₹2 crores (average of 3 years).
• Cannot have more than one member; no non-banking financial activities.
• Legal Protection: Maintains active status and avoids strikes-off or director bans (up to 5 years for 3-year non-filing).
• Credibility: Builds trust with banks, investors, and clients; easier to raise funds.
• Penalty Avoidance: Fines can range from ₹50,000+ for directors and ₹1 lakh+ for the company, plus daily delays.
• Operational Ease: Ensures perpetual succession via nominee and limited liability.
• Delayed AOC-4/MGT-7A: ₹100/day (max ₹5-10 lakhs).
• Non-filing for 2+ years: Company strike-off; director disqualification.
• Fraudulent non-compliance: Up to 10 years imprisonment under Section 447.
• Tax defaults: Interest (1-1.5%/month) and penalties (up to 300% of tax due).
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