OPC Annual Compliance: How a One Person Company's Filings Differ From a Private Limited

A One Person Company is a private company with a single member, and the Companies Act gives it several exemptions that make its annual compliance lighter than that of a normal private limited company. But lighter isn't the same as optional. An OPC still has to get its accounts audited, file its financial statements and annual return, and keep its director's records up to date every year. This guide explains which rules are different for an OPC, which aren't, and the calendar that follows.

What's Different for an OPC

No annual general meeting

An OPC doesn't have to hold an AGM. With only one member, there's nobody to meet with. Instead, any resolution that would normally be passed at a general meeting is passed by the sole member, entered in the minute book, and signed and dated by them. The date it's signed counts as the date of the meeting.

Board meetings

An OPC must hold at least one board meeting in each half of the calendar year, with a gap of at least 90 days between them. If the OPC has only one director, this rule doesn't apply at all. Any decision the board would take is instead recorded in the minute book and signed by the sole director.

Financial statements

• An OPC doesn't need to include a cash flow statement in its financial statements.
• Its financial statements can be signed by just one director, rather than two.
• Its board's report needs fewer items than a normal private company's.
• CARO 2020, the extra report auditors give on a list of specific matters, doesn't apply to an OPC.

Different deadlines and a shorter annual return

Because there's no AGM, the deadlines for an OPC are counted differently, and it files MGT-7A, the shorter annual return, instead of MGT-7.

What's the Same

Many founders assume an OPC has almost nothing to file. In practice, most of the core obligations are the same as for any private company.

• The accounts must be audited every year by a chartered accountant, appointed by filing ADT-1. An OPC's statutory audit can't be skipped, however small the company.
• Financial statements and the annual return must be filed with the ROC every year, even if the company didn't trade.
• The director must complete DIR-3 KYC each year by 30 September.
• The company must file an income tax return in ITR-6, whether it made a profit, a loss or no income.
• Event-based forms apply in the usual way: changes in directors, share capital, registered office or the nominee each have to be reported to the ROC.
• Half-yearly MSME-1 and annual DPT-3 apply if the OPC has the relevant dues or loans.

The OPC Compliance Calendar

For an OPC with a financial year ending 31 March:

• 30 April and 31 October: MSME-1, if the OPC owes money to micro or small enterprises for more than 45 days.
• 30 June: DPT-3, if the OPC has outstanding loans or money received that isn't a deposit.
• 31 July or 31 October: income tax return in ITR-6, depending on whether a tax audit applies. If it does, the tax audit report is due one month earlier.
• 27 September: AOC-4, within 180 days of the end of the financial year.
• 30 September: DIR-3 KYC for the director.
• 28 November: MGT-7A, within 60 days of the date the AGM would otherwise have been due.

Filing AOC-4

AOC-4 attaches the OPC's audited financial statements, the auditor's report and the board's report. It's signed with the director's digital signature certificate and certified by a chartered accountant, company secretary or cost accountant in practice. Before filing, the board, or the sole director, must approve the financial statements, and the sole member must adopt them by a signed resolution in the minute book.

The 180-day deadline is earlier than many founders expect, because it doesn't move with the AGM date the way it does for other companies. An OPC that waits for 30 September, the usual private company AGM deadline, will already be late.

Filing MGT-7A

MGT-7A records the OPC's registered office, business activities, share capital, member, nominee, directors and meetings held. It's signed by the company secretary, or by the director if the OPC doesn't have one. The member and nominee details must match what's already on the MCA record. If the nominee changed during the year, file Form INC-4 for that change first.

Contracts With the Sole Member

When an OPC's sole member is also its director, any contract between the OPC and the member has to be in writing, unless it's in the ordinary course of business. The OPC must tell the ROC about any such contract within 15 days of the board approving it. This catches common arrangements like a loan from the member to the company, or the company renting the member's property, and it's easy to overlook.

Late Fees and Penalties

If AOC-4 or MGT-7A is filed late, the MCA portal charges an additional fee of ₹100 per day, per form, with no upper limit. Penalties for not filing are separate, but an OPC, like a small company, pays no more than half the normal penalty for most defaults.

Not filing for three consecutive years disqualifies the director for five years, which also stops them from being a director of any other company. The ROC can also strike off an OPC that has stopped filing.

Getting Help

Think Filing keeps OPCs compliant every year: arranging the audit, preparing minutes and resolutions, filing AOC-4 and MGT-7A on the OPC-specific deadlines, and tracking the director's KYC and event-based filings. If earlier years are pending, we'll file those in order first.