OPC Compliance

OPC Compliance

A One Person Company (OPC) is a unique business structure introduced under the Companies Act, 2013, allowing one individual to incorporate and manage a private limited company. Under Section 2(62), an OPC has only one member and shareholder.

Although it provides the flexibility of sole ownership, an OPC must meet annual compliance obligations prescribed by the Ministry of Corporate Affairs and other applicable authorities to maintain its legal standing and avoid penalties.

LegallensIndia provides timely, accurate, and hassle-free OPC annual compliance services.

Compliance Requirements for OPC

An OPC is treated as a separate legal entity under the Companies Act, 2013 and must file audited financial statements in Form AOC-4 and its annual return in Form MGT-7A with the Ministry of Corporate Affairs, irrespective of turnover.

It must also file its income tax return on time and, when registered under GST, complete the relevant GST return filings.

Non-compliance may result in penalties, director disqualification, or the company being struck off.

Importance of OPC Annual Compliance

OPC compliance requirements apply from incorporation. Failure to comply can result in fines, scrutiny of the company and its directors, and other obstacles to business operations.

Proper compliance also ensures that accurate financial information is available to shareholders and investors.

Benefits of OPC MCA Compliance

• Easier fundraising: Proper annual compliance improves investor confidence and can make it easier to raise funds.
• Active company status: Timely filings help the OPC maintain its active legal status.
• Accurate records: Annual compliance supports accurate and reliable data collection.
• Avoidance of penalties: Completing obligations on time helps prevent hefty fines and penalties.
• Continuity and protection: Compliance supports the OPC's continuous existence and limited-liability protection.

OPC Statutory Compliance Checklist

Board Meetings

An OPC with more than one director must hold at least one Board Meeting in each half of the calendar year, with a minimum gap of 90 days. Sections 173 and 174, including quorum requirements, do not apply when the OPC has only one director.

Appointment of Auditor

Every OPC must appoint a qualified Chartered Accountant or CA firm as its Statutory Auditor under Section 139. The annual financial-statement audit is mandatory regardless of turnover, while auditor-rotation provisions do not apply.

MBP-1 and DIR-8

Each director must disclose interests in other companies, LLPs, or firms through Form MBP-1 at the first Board Meeting of the financial year. The director must also submit Form DIR-8 annually to declare non-disqualification under Section 164(2).

AOC-4 and MGT-7A

Form AOC-4 must be filed within 180 days from the end of the financial year, generally by 27 September when the year ends on 31 March. The simplified annual return in Form MGT-7A must be filed within 60 days from signing the financial statements.

Director KYC

Every director holding a DIN on 31 March must complete KYC for that financial year through Form DIR-3 KYC or DIR-3 KYC-WEB by 30 September of the immediately following financial year.

Post-Incorporation Compliance for OPC

Open a Company Bank Account

The OPC must open a current bank account in the company's name for its financial transactions.

Share Capital and Form INC-20A

The subscription money stated in the Memorandum of Association must be deposited into the company's bank account within 180 days of incorporation. Form INC-20A must be filed with the Registrar within the same period, digitally signed by a director and certified by a practising CA, CS, or CMA. The company cannot commence business or borrow funds until the form is filed and approved.

Registered Office and Form INC-22

If registered-office details were not submitted through SPICe+ during incorporation, Form INC-22 must be filed within 30 days with the prescribed documents and fee. A separate INC-22 filing is not required when the address and documents were already provided through SPICe+.

Display of Company Details

The full company name with '(OPC) Private Limited', registered-office address, CIN, telephone number, email address, and website address, if any, must be displayed conspicuously at the registered office and every place of business. Official documents, invoices, letters, and publications must clearly identify the company as an OPC.

Form ADT-1

The Board must appoint a Statutory Auditor within 30 days of incorporation and file Form ADT-1 within 15 days of the appointment. The auditor may be appointed for up to five years, and auditor rotation does not apply.

Statutory Registers and Minutes

The OPC must maintain registers of members, directors and Key Managerial Personnel, and shares and share certificates where applicable. It must also keep a Minutes Book and record and sign resolutions passed by the sole member under Section 122.

Additional Regulatory Filings

Form MSME-I

An OPC with payments outstanding to UDYAM-registered Micro or Small Enterprises for more than 45 days must file Form MSME-I half-yearly. The April-to-September return is due by 31 October, and the October-to-March return is due by 30 April. Delayed-payment details and reasons must be disclosed, even when there is only one default.

Form DPT-3

An OPC with outstanding loans or borrowings as on 31 March must file Form DPT-3 annually by 30 June, whether the borrowing is secured or unsecured and whether or not it qualifies as a deposit. This includes amounts from directors, shareholders, and related parties.

Income Tax Return

Every OPC must file an Income Tax Return annually under the Income Tax Act, 1961, regardless of turnover or profit.

GST Compliance

A GST-registered OPC must file monthly or quarterly returns according to its annual turnover. The supplied content states that an OPC with turnover up to ₹5 crore may use the QRMP scheme, while monthly filing applies above that threshold. An annual GST return may be required when turnover exceeds ₹2 crore.

OPC Compliance Calendar

Non-compliance may lead to financial penalties, director disqualification, or strike-off of the company.

Exemptions and Relaxations Available to OPCs

• An OPC can be incorporated with only one director.
• A sole director may record, sign, and date a required resolution in the Minutes Book under Section 122(4).
• An OPC is not required to hold an Annual General Meeting.
• When there is only one director, formal Board Meeting and quorum provisions do not apply.
• The director alone may sign the annual return when no Company Secretary is appointed.
• A single director may sign the financial statements and Board's Report.
• An OPC is not required to prepare a Cash Flow Statement.
• Reporting on internal financial controls and CARO requirements do not apply.
• Auditor-rotation provisions under Section 139(2) do not apply.
• SS-1 and SS-2 do not apply to a single-director OPC; SS-1 applies when there is more than one director.
• An OPC may submit a simplified Board's Report.

Documents Required for OPC Annual Compliance

• Sales and purchase invoices for the financial year.
• Expense invoices and supporting bills.
• Complete bank statements for all company accounts from 1 April to 31 March.
• GST return details, including GSTR-1, GSTR-3B, and GSTR-9, where applicable.
• TDS returns, deposited challans, and relevant forms, where applicable.
• Audited Balance Sheet and Profit and Loss Account, with a Cash Flow Statement where applicable.
• The Director's Report containing business highlights, compliance declarations, and performance information.
• PAN, DIN, Aadhaar, and contact details of the director or directors.
• KYC and shareholding details of the sole member.

Why Choose LegallensIndia for OPC Compliance?

End-to-End Support

The team collects documents and handles AOC-4, MGT-7A, ITR-6, DIR-3 KYC, and other applicable filings.

Timely Compliance

Proactive reminders and deadline tracking help the OPC avoid penalties.

Expert Consultation

Chartered Accountants, Company Secretaries, and compliance experts provide guidance on the obligations applicable to the OPC.

Transparent Pricing

Fixed packages are offered without hidden charges.

LegallensIndia Ledgers Platform for OPC

The cloud-based Ledgers Platform is designed to simplify accounting and compliance for One Person Companies.

• Record sales, purchases, expenses, and other daily transactions.
• Generate trial balances, ledgers, and profit and loss reports.
• Reconcile GST filings and TDS entries.
• Track statutory compliance deadlines.
• Collaborate with a Chartered Accountant or accountant in real time.
• Access the secure platform from anywhere.

LegallensIndia combines professional compliance support with the Ledgers Platform to help maintain the OPC's legal standing, avoid penalties, and build business credibility.

Contact LegallensIndia to begin your OPC annual compliance plan.