One Person Company (OPC) is a unique business structure introduced under the Companies Act, 2013, allowing a single individual to incorporate and manage a private limited company.
 ProprietorshipGST Software & Registration | 1 | ₹45.00 | |
ProprietorshipGST Filing & Registration - 6 Months | 1 | ₹55.00 | |
ProprietorshipGST Filing & Registration - 12 Months | 1 | ₹55.00 |
Already have an account? Sign in
A One Person Company (OPC) is a unique business structure introduced under the Companies Act, 2013, allowing a single individual to incorporate and manage a private limited company. Defined under Section 2(62), an OPC has only one member and shareholder. Though it offers the flexibility of sole ownership, an OPC is subject to similar compliance requirements as a private limited company.
To maintain its legal standing and avoid penalties, an OPC must adhere to specific annual compliance obligations prescribed by the Ministry of Corporate Affairs (MCA) and other applicable authorities.
Stay ahead on compliance-let our experts manage it for you. Partner with LegallensIndia for timely, accurate, and hassle-free OPC annual compliance services.
A One Person Company (OPC), though owned and managed by a single individual, is treated as a separate legal entity under the Companies Act, 2013 and is required to meet certain annual compliance obligations. These include the filing of audited financial statements (Form AOC-4) and the annual return (Form MGT-7A) with the Ministry of Corporate Affairs (MCA), irrespective of turnover. Additionally, the OPC must ensure timely income tax return filing and, if registered under GST, comply with relevant GST return filings. Non-compliance may lead to penalties, disqualification of the director, and even strike-off of the company.
Running a One-Person Company is not a simple task, as many individuals starting a company may not be aware of the mandatory compliance for OPC that need to be fulfilled. Failing to comply with these regulations can lead to hefty penalties and may result in the company and its directors facing scrutiny and further investigation.
It is worth noting that One-Person Companies are required to perform annual OPC compliance requirements from the time of their incorporation, and non-compliance can create various hindrances for the company in the form of penalties and fines. Therefore, it is essential to be aware of and comply with the applicable OPC annual compliance regulations to avoid such situations. Additionally, One-Person Companies must provide accurate financial information to shareholders and investors.
One-Person Company (OPC) compliance has several benefits that include limited liability protection, increased opportunities to get funds from financial sponsors, and continuous existence.
The following are some of the advantages of performing annual compliance for OPCs:
One Person Company (OPC) must comply with various statutory and regulatory requirements to remain in good legal standing.
As per Section 173(5) of the Companies Act, 2013, a One Person Company (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 between the two meetings.
However, if the OPC has only one director, the provisions related to Board Meetings under Sections 173 and 174, including quorum requirements, do not apply. In such cases, no Board Meeting is required.
This exemption simplifies compliance for single-director OPCs, but if additional directors are appointed, the regular Board Meeting provisions must be followed.
As per Section 139 of the Companies Act, 2013, every One Person Company (OPC) is required to appoint a Statutory Auditor, who must be a qualified Chartered Accountant (individual or firm). The auditor is responsible for conducting an audit of the OPC’s financial statements and issuing an audit report annually.
This audit is mandatory, regardless of the company’s turnover. Additionally, the provisions related to the rotation of auditors under Section 139(2) do not apply to OPCs.
As per Section 184(1) of the Companies Act, 2013, every director of a One Person Company (OPC) is required to disclose their interest in other entities in the first Board Meeting of the financial year, using Form MBP-1. This disclosure includes shareholding, directorships, or any other interest in other companies, LLPs, or firms.
In addition, under Section 164(2), every director must also file Form DIR-8, declaring that they are not disqualified from acting as a director. This declaration is required to be submitted annually.
Every One Person Company (OPC) is required to file the following annual forms with the Registrar of Companies (RoC):
Every director who holds a Director Identification Number (DIN) as on 31st March of a financial year is required to complete DIN KYC for that year by filing Form DIR-3 KYC (for first-time filers) or DIR-3 KYC-WEB (for those who have already filed previously).
Due Date: On or before 30th September of the immediately following financial year.
Once an OPC (One Person Company) is incorporated, it must complete the following initial compliance requirements to commence business operations:
An OPC must open a current bank account in the name of the company to conduct all financial transactions
As per Section 10A of the Companies Act, 2013, every company, including a One Person Company (OPC) having a share capital, is required to:
This declaration must be digitally signed by a director and certified by a practising professional (CA, CS, or CMA). The company cannot commence any business or borrow funds until Form INC-20A is filed and approved.
As per the Companies Act, 2013, every One Person Company (OPC) must have a registered office capable of receiving official communications and notices.
If the details of the registered office are not provided at the time of incorporation, the OPC must file Form INC-22 with the Registrar of Companies within 30 days from the date of incorporation, along with the prescribed fee and required documents (e.g., utility bill, NOC from owner, rent agreement, etc.).
However, if the registered office address and relevant documents were already submitted during incorporation via SPICe+, then filing Form INC-22 is not required separately.
As per Section 12 of the Companies Act, 2013, every One Person Company (OPC) must display the following details at its registered office and at every place where it carries on business:
Full name of the company, with “(OPC) Private Limited” clearly mentioned.
These details must be painted or affixed in a conspicuous position and in legible letters in English or the local language.
Additionally, in all official documents, letters, invoices, and publications, the company must write its name with the suffix: “(OPC) Private Limited” – clearly identifying it as a One Person Company.
As per Section 139 of the Companies Act, 2013, every OPC is required to appoint a Statutory Auditor within 30 days from the date of incorporation, since it is exempt from holding an AGM.
The appointment must be made by the Board of Directors and filed with the Registrar using Form ADT-1 within 15 days of the appointment.
As per Section 184(1) of the Companies Act, 2013, every director of a One Person Company (OPC) is required to:
Disclose their interest in other companies, LLPs, firms, or any entities where they hold directorships, partnerships, or shareholdings.
Every One Person Company (OPC) is required to maintain the following statutory registers and records as prescribed under the Companies Act, 2013 and relevant rules:
Mandatory Statutory Registers include:
Additionally, the OPC must maintain:
As per the provisions of the MSME Development Act, 2006 and the corresponding MCA notification, every One Person Company (OPC) that has outstanding payments due to Micro or Small Enterprises (registered under UDYAM) exceeding 45 days from the date of acceptance or deemed acceptance of goods/services must file:
Form MSME-I on a half-yearly basis:
The form must disclose details of all such delayed payments, along with reasons for the delay.
Important: Filing is mandatory even if there is only one default in the reporting period.
As per Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, every One Person Company (OPC) is required to file Form DPT-3 if it has any outstanding loans or borrowings (secured or unsecured) as on 31st March of the financial year, regardless of whether they qualify as deposits or not.
In addition to statutory filings under the Companies Act, a One Person Company (OPC) must comply with various tax and operational requirements to ensure full regulatory adherence.
Every One Person Company (OPC) is required to file its Income Tax Return (ITR) annually under the provisions of the Income Tax Act, 1961, regardless of the amount of turnover or profit.
An OPC registered under GST must file regular GST returns either monthly or quarterly, depending on its annual turnover. If the turnover is up to ?5 crores, returns can be filed quarterly under the QRMP scheme; otherwise, monthly filing is mandatory. Additionally, if the turnover exceeds ?2 crores, the OPC may be required to file an annual GST return. Maintaining accurate records and filing returns on time is essential to avoid penalties and ensure smooth compliance.
For your quick reference on OPC compliance, we have attached the table below:
S. No. | Compliance Item | Applicable Form / Action | Due Date / Timeline | Remarks / Applicability |
1 | Board Meetings | - | 1 per half year (if >1 director) | Not applicable if only 1 director. Min 90-day gap. |
2 | Appointment of Auditor | Form ADT-1 | Within 15 days of appointment | Auditor to be appointed within 30 days of incorporation. |
3 | Disclosure of Interest | Form MBP-1 | 1st BM of each FY or upon change | Disclose interest in other entities. |
4 | Director Disqualification Declaration | Form DIR-8 | Annually | Declaring non-disqualification under Sec 164. |
5 | Financial Statement Filing | Form AOC-4 | Within 180 days of FY end | Typically due by 27th Sept if FY ends 31st Mar. |
6 | Annual Return Filing | Form MGT-7A | Within 60 days from signing of FS | Simplified return for OPCs. No AGM needed. |
7 | DIN KYC | Form DIR-3 KYC / KYC-WEB | By 30th September | For all directors holding DIN on 31st March. |
8 | Income Tax Return (ITR) | ITR-6 (usually) | By 31st October (unless audited) | ITR filing mandatory, even with NIL turnover. |
9 | Form MSME-I | MSME Form I | 30th Apr & 31st Oct (Half-yearly) | If dues >45 days to MSMEs. Mandatory if applicable. |
10 | Form DPT-3 | DPT-3 | By 30th June | For all outstanding loans (even if not deposits). |
11 | Commencement of Business | Form INC-20A | Within 180 days of incorporation | Mandatory for all companies having share capital. |
12 | Registered Office Intimation | Form INC-22 | Within 30 days (if not filed in SPICe+) | Required if address not submitted at incorporation. |
13 | Display of Name and Details | Paint / Affix at office | Ongoing | CIN, address, email, etc. must be displayed. |
14 | Statutory Registers | Maintain in physical or digital format | Ongoing | Members, Directors, Shares, Minutes Book, etc. |
15 | Financial Audit | Audit Report by CA | Annual | Mandatory for all OPCs, irrespective of turnover. |
Note: Non-compliance with any of the above requirements may lead to financial penalties, disqualification of directors, and even strike-off of the company.
Although OPCs must comply with several provisions under the Companies Act, 2013, they enjoy certain relaxations and exemptions not available to other private companies. These exemptions are designed to ease the regulatory burden for small businesses with a single promoter.
An OPC can be incorporated with only one director, unlike private companies which require a minimum of two directors.
As per Section 122(4), where there is only one director, any resolution required at a Board meeting is valid if it is entered in the Minutes Book, signed, and dated by the director. The date of signing is deemed the date of the meeting.
As per Section 96(1), OPCs are not required to hold an AGM. Since there is only one member, the concept of an AGM is not applicable.
As per Section 173(5):
If there is only one director, the provisions of Sections 173 and 174 (Quorum) do not apply. Resolutions can be passed and recorded without convening a formal meeting.
OPCs are allowed to have the Annual Return signed by the Director alone if there is no Company Secretary appointed. (As per Section 92 of the Companies Act, 2013)
The financial statements and Board’s Report of an OPC can be signed by a single director.
OPCs are not required to prepare a Cash Flow Statement, unlike other private companies. (As per Schedule III of the Companies Act, 2013)
OPCs are exempt from reporting on internal financial controls and their operational effectiveness in the Audit Report. The Companies (Auditor’s Report) Order (CARO), 2016 is not applicable to OPCs.
The provisions under Section 139(2) regarding auditor rotation (every 5 years for individual auditors and 10 years for audit firms) do not apply to OPCs.
Since OPCs have only one director, Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2) do not apply. If there is more than one director, SS-1 becomes applicable.
Rule 8 of the Companies (Accounts) Rules, 2014, which mandates detailed disclosures in the Board’s Report, is not applicable to OPCs. OPCs can submit a simplified Board’s Report.
OPCs are exempt from the applicability of the Companies Auditor’s Report Order (CARO), 2016 (and its updated versions).
To fulfill the annual compliance requirements under the Companies Act, 2013 and other applicable laws, an OPC must maintain and submit key financial and statutory records. Essential Documents for OPC Annual Compliance:
At LegallensIndia, we have a dedicated team of Chartered Accountants, Company Secretaries, and Compliance Experts who specialize in assisting OPCs with their statutory filings and regulatory needs.
Whether your OPC is in its first year or scaling operations, our compliance team ensures peace of mind through timely and professional service delivery.
The LegallensIndia Ledgers Platform is a cloud-based accounting and compliance solution tailored specifically for One Person Companies. It allows you to:
Accessible from anywhere, anytime, the platform is secure, user-friendly, and fully integrated with India's compliance systems.
Timely and accurate compliance is crucial for maintaining your OPC’s legal standing, avoiding penalties, and building business credibility. By choosing LegallensIndia and utilising the Ledgers Platform, you gain a trusted partner to manage your regulatory responsibilities efficiently and cost-effectively.
Contact us today to get started with your OPC’s annual compliance plan!
