Mandatory compliance List for OPC (one person company) in India.
Introduction
One Person Company (OPC) has become a popular business structure for solo entrepreneurs in India due to its ease of incorporation and limited liability benefits. However, like any other company, OPCs must adhere to certain mandatory compliances under the Companies Act, 2013. Timely fulfillment of these OPC compliance requirements ensures smooth operations and helps avoid penalties. In this blog, we’ll walk you through the essential annual and event-based compliances for OPC in India. Whether you’re an existing OPC owner or planning to register one, this guide is a must-read.
What is One Person Company?
A One Person Company (OPC) is a type of company that can be formed by a single individual under the Companies Act, 2013. It allows a solo entrepreneur to start and run a company with limited liability, meaning their personal assets are protected in case of business losses.
Unlike a sole proprietorship, an OPC is a separate legal entity, which gives it more credibility and legal protection. This structure is ideal for individuals who want to manage their business independently while enjoying the benefits of a corporate framework.
What are the Mandatory Compliances for One Person Company in India?
Below table shows the mandatory compliances for one person companies in India;
| Compliance | Form / Requirement | Due Date | Details |
| Appointment of Auditor | ADT-1 | Within 30 days of incorporation | Appointment of a statutory auditor for a term of 5 years |
| Filing of Financial Statements | AOC-4 | Within 180 days from end of Financial Year (e.g., 27th Sep) | Submission of audited financial statements |
| Annual Return Filing | MGT-7A | Within 60 days from AGM or due date of AGM | OPCs are exempt from AGMs. Hence, MGT-7A must be filed within 60 days of FY end, not AGM. |
| Income Tax Return Filing | ITR-6 | 31st October (if audit applicable) | Annual income tax return filing |
| Statutory Audit | – | Annually | Audit of financial statements by a Chartered Accountant |
| Board Meeting | – | One in each half of the calendar year | Minimum 90 days gap between two meetings (not required if only one director) |
| Statutory Registers & Records | – | Ongoing | Maintain registers, minutes book, and financial records |
| Director KYC | DIR-3 KYC | 30th September each year | Mandatory for directors to keep DIN active |
| Return of Deposits | DPT-3 | 30th June every year | Report loans or advances not considered as deposits |
| MSME Return (if applicable) | MSME Form-1 | 30th April & 31st October | Report outstanding dues to MSMEs over 45 days |
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Other Necessary Compliances
1. PAN, TAN & GST Compliance
If your OPC is engaged in taxable goods/services or exceeds the turnover threshold, it must comply with GST registration and return filing. The company also needs to obtain PAN for tax purposes and TAN for TDS (Tax Deducted at Source) if applicable. These registrations ensure proper tax deductions, returns, and compliance with GST laws.
2. TDS Deduction & Filing (if applicable)
If your OPC has transactions that require TDS deduction (e.g., salary, contract payments), it must comply with TDS provisions. This includes timely deduction of TDS, its deposit with the government, and the quarterly filing of TDS returns (Form 24Q, 26Q). Failure to comply can lead to penalties and interest.
3. Professional Tax Registration (if applicable by State)
Certain states in India, such as Maharashtra or Karnataka, require OPCs to register and pay Professional Tax. Depending on the state, this tax is paid annually or monthly, and timely filing of returns is essential to avoid penalties. Ensure your OPC meets the professional tax compliance requirements in the state of operation.
4. Annual General Meeting (AGM) – Exemption for OPCs
One of the key advantages of a One Person Company is the exemption from holding an Annual General Meeting (AGM), unlike other corporate structures. As per the Companies Act, 2013, OPCs are not required to conduct an AGM. Instead, any resolutions that would normally be passed at an AGM can simply be entered in the minutes book and signed by the sole member.
This compliance relaxation simplifies operations for OPC owners and eliminates the need for formal AGM-related procedures. However, despite this exemption, all filing obligations related to financial statements and annual returns must still be fulfilled as per the prescribed due dates.
5. Upgradation of MCA Master Data
It is crucial for OPCs to keep their MCA Master Data updated on the Ministry of Corporate Affairs (MCA) portal. This includes the accurate listing of details such as registered office address, share capital, and directors. Regular updates ensure the company’s legal standing and compliance with government regulations.
Understanding Form MGT-7 vs. MGT-7A for OPC
Earlier, companies; including OPCs were required to file their annual return using Form MGT-7. However, the Ministry of Corporate Affairs has introduced Form MGT-7A specifically for One Person Companies and small companies. This is a simplified version of the original form and is tailored to suit the reduced compliance burden on smaller entities.
It’s important to note:
- Form MGT-7A is now the standard for OPCs.
- It must be filed within 60 days from the end of the financial year, not from the AGM date, since OPCs are exempt from holding an AGM.
Failing to understand this distinction could lead to delays and penalties, so business owners must ensure they are filing the correct form within the correct timeframe.
What are the Penalties for Non-Compliance?
Failing to comply with mandatory requirements can lead to monetary penalties and legal consequences for both the OPC and its director. Here are some common penalties:
| Non-Compliance | Penalty |
| Non-filing of AOC-4 (Financial Statements) | ₹100 per day of default (no upper limit), until the form is filed. |
| Non-filing of MGT-7A (Annual Return) | ₹100 per day of default, till the date of filing (no upper limit). |
| Failure to Appoint Auditor | Company and every officer in default: Penalty up to ₹1,00,000 and ₹5,000 per day for delay. |
| Non-filing of Income Tax Return | ₹1,000 to ₹10,000 under Section 234F, depending on income slab and delay. |
| Failure to maintain statutory records | Penalty may extend up to ₹25,000. |
| Director KYC not filed (DIR-3 KYC) | DIN gets deactivated + ₹5,000 penalty for reactivation. |
Note: The Ministry of Corporate Affairs (MCA) and Income Tax Department are strict with deadlines, and repeated defaults may lead to disqualification of directors, strike-off of the company, or legal proceedings.
Conclusion
Staying compliant is crucial for the smooth functioning and credibility of a One Person Company in India. From filing annual returns to maintaining statutory records, every compliance step ensures your OPC remains legally sound and penalty free. Timely adherence to these requirements not only avoids legal consequences but also builds a strong foundation for business growth.
Suggested Read :
Benefits of One Person Company
Legal Consequences of Strike Off OPC
FAQ
1. Is it mandatory to appoint an auditor for an OPC?
Yes, every OPC must appoint a statutory auditor within 30 days of incorporation, and the auditor shall hold office for five years.
2. Does an OPC need to conduct an AGM?
No, an OPC is exempted from holding an Annual General Meeting (AGM) under the Companies Act, 2013.
3. What happens if an OPC fails to file AOC-4 or MGT-7A?
A penalty of ₹100 per day is levied for late filing of both AOC-4 and MGT-7A, with no upper limit.
4. Is GST registration mandatory for an OPC?
GST registration is mandatory if the OPC’s turnover exceeds the prescribed threshold or if it supplies goods/services inter-state.
5. Can an OPC have more than one director?
Yes, while an OPC must have one member, it can appoint more than one director (up to a maximum of 15, unless increased through a special resolution).
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