One Person Company (OPC) Compliance Services

Running a One Person Company (OPC) gives an entrepreneur the advantage of a separate legal entity with a simpler ownership structure. However, being a one-member company does not mean that statutory compliance can be ignored.

An OPC is required to maintain proper books of account, prepare financial statements, complete statutory audit where applicable, file annual forms with the Ministry of Corporate Affairs (MCA), comply with income-tax requirements and meet other applicable regulatory obligations.

At Shubham Anand & Co, Chartered Accountants, we provide end-to-end One Person Company (OPC) compliance services to help business owners maintain their company compliances properly and avoid unnecessary penalties, additional filing fees and regulatory issues.

What is a One Person Company?

A One Person Company is a company incorporated with only one member. It allows an individual entrepreneur to operate through a corporate structure while retaining complete ownership of the company.

An OPC has:

  • One member/shareholder
  • At least one director
  • A nominee who can become the member in specified circumstances
  • Separate legal identity from its member
  • Perpetual succession, subject to applicable law
  • Statutory compliance obligations under the Companies Act, 2013

Although the compliance framework is simplified compared with many other companies, an OPC still has important annual and event-based filing requirements.

Why is OPC Compliance Important?

Many OPC owners assume that because there is only one shareholder, there are very few compliance requirements. This is not correct.

An OPC is still a company registered with the MCA. Failure to complete statutory filings on time can result in additional government fees and penalties. Persistent non-compliance may also create problems relating to the company’s MCA master data, directors, banking, loans, investment, conversion or closure of the company.

Regular compliance helps you:

  • Keep the company legally compliant
  • Maintain updated MCA records
  • Complete annual ROC filings on time
  • Maintain proper books of account
  • Meet audit and financial statement requirements
  • Complete income-tax compliance
  • Avoid unnecessary additional filing fees and penalties
  • Maintain better records for banks, investors and other stakeholders

Annual Compliance Requirements for an OPC

The exact compliance requirements depend on the nature, size and activities of the company. However, the major annual compliances generally include the following.

1. Maintenance of Books of Account

An OPC is required to maintain proper books of account and relevant financial records as prescribed under the Companies Act, 2013.

The books should properly record the company’s:

  • Sales and revenue
  • Purchases and expenses
  • Bank transactions
  • Receivables and payables
  • Loans and advances
  • Fixed assets
  • Statutory liabilities
  • Other financial transactions

Proper accounting is the foundation for preparing the company’s financial statements and completing its annual ROC and income-tax compliance.

2. Preparation of Financial Statements

The OPC must prepare its financial statements in accordance with the applicable provisions of the Companies Act and accounting requirements.

Depending upon the applicability, the financial statements may include:

  • Balance Sheet
  • Statement of Profit and Loss
  • Notes to Accounts
  • Cash Flow Statement, where applicable
  • Other prescribed disclosures

An OPC may benefit from certain exemptions available under the Companies Act, depending on its status and applicable provisions.

3. Statutory Audit

The accounts of an OPC are generally subject to statutory audit under the Companies Act, 2013.

A qualified statutory auditor examines the books and financial statements and issues the auditor’s report.

Even where the business is small, maintaining proper accounting records and completing the statutory audit is important for ensuring that the company’s annual compliance is complete.

4. Filing of Financial Statements – Form AOC-4

The financial statements of the company are required to be filed with the Registrar of Companies through the applicable MCA form.

For an OPC, the financial statements are generally filed through Form AOC-4 within the prescribed statutory time limit.

For an OPC, the filing timeline is different from the standard 30-day AGM-based timeline applicable to many other companies. The Companies Act provides a specific framework for OPCs.

5. Annual Return – Form MGT-7A

An OPC is required to file its annual return with the Registrar of Companies.

Form MGT-7A is the prescribed abridged annual return form for OPCs and small companies.

The annual return contains important information relating to the company, including applicable details regarding:

  • Registered office
  • Principal business activities
  • Share capital
  • Members
  • Directors
  • Indebtedness
  • Shareholding and related information
  • Other prescribed particulars

Timely filing of MGT-7A is an important part of OPC annual compliance.

6. AGM Requirements for OPC

A One Person Company (OPC) is not required to hold an Annual General Meeting (AGM) in the same manner as other companies.

Section 122 of the Companies Act, 2013 provides specific relaxations to an OPC regarding general meetings. The provisions relating to several general-meeting requirements do not apply to an OPC in the usual manner.

Where a matter is required to be transacted through an ordinary or special resolution, the sole member can communicate the decision to the company, and the decision is recorded in the minutes book, signed and dated by the member. The date of such entry is treated as the date of the meeting for the purposes of the Act.

Therefore, an OPC does not need to conduct a physical or virtual AGM merely for completing its annual compliance.

However, this does not mean that the OPC is exempt from annual filing requirements. The company still needs to prepare and adopt its financial statements, complete the applicable statutory audit and file the prescribed forms with the Registrar of Companies within the applicable timelines.7. Board Meeting Requirements

OPCs also receive specific relaxations concerning Board meetings.

Where an OPC has only one director, the normal Board meeting requirements are modified by the Companies Act. Where the OPC has more than one director, the applicable provisions need to be considered accordingly.

Proper recording of decisions, resolutions and minutes remains important even where the compliance process is simplified.

8. Director KYC – DIR-3 KYC

Directors of the OPC must comply with the applicable DIN KYC requirements.

Depending upon the circumstances and MCA requirements, the director may need to complete:

  • DIR-3 KYC, or
  • DIR-3 KYC Web

Failure to complete the required KYC within the prescribed time can result in consequences for the DIN.

9. Income Tax Return of OPC

An OPC is a company for income-tax purposes and is generally required to file its income-tax return using the applicable company return form.

The company may also have additional income-tax obligations depending upon its turnover, business activities, tax audit applicability, TDS requirements and other circumstances.

Our OPC compliance service can coordinate:

  • Books of account
  • Tax computation
  • Tax audit, where applicable
  • Income-tax return
  • TDS compliance
  • Advance tax
  • Other applicable direct-tax requirements

10. GST Compliance

If the OPC is registered under GST, regular GST compliance must also be completed.

Depending upon the nature of registration and business, this may include:

  • GSTR-1
  • GSTR-3B
  • GSTR-9, where applicable
  • GSTR-9C, where applicable
  • GST reconciliation
  • ITC reconciliation
  • GST payment
  • E-invoicing, where applicable
  • E-way bill compliance
  • GST notices and replies

GST compliance is separate from MCA compliance and should be managed alongside the company’s statutory requirements.

Other Compliance Requirements for OPCs

Apart from annual ROC filing, an OPC may have several event-based or periodic compliances.

These may include:

Change in Director

Appointment, resignation or change in the director may require MCA filing and supporting documentation.

Change in Registered Office

If the registered office changes, the company must complete the applicable MCA filing and update its statutory records.

Change in Nominee

An OPC should maintain proper nominee-related records and complete the prescribed process whenever a change is required.

Increase or Alteration of Share Capital

Changes in authorised or paid-up share capital may require corporate approvals, documentation and MCA filings.

Issue or Transfer of Shares

Any change in shareholding or securities must be examined carefully and documented according to the Companies Act and applicable rules.

Loans and Related-Party Transactions

Loans, advances, guarantees, investments and related-party transactions may attract specific provisions depending upon the facts and circumstances.

MSME Compliance

Where applicable, the company may need to comply with periodic MSME-related reporting requirements.

DPT-3 and Other Applicable Filings

Certain companies may be required to file specific forms such as DPT-3 depending on the nature of outstanding amounts and applicable exemptions.

Beneficial Ownership and Other Disclosures

Where applicable, the company may have additional reporting requirements relating to beneficial ownership, securities and other statutory disclosures.

The applicability of these forms should be determined based on the actual transactions and status of the OPC rather than filing forms mechanically.

OPC Compliance Calendar

A typical OPC compliance calendar may include:

ComplianceForm / RequirementGeneral Nature
Financial statementsAOC-4Annual
Annual returnMGT-7AAnnual
Director KYCDIR-3 KYC / KYC WebAnnual / as applicable
Statutory auditAuditor’s ReportAnnual
Income-tax returnApplicable ITRAnnual
GST returnGSTR-1 / GSTR-3B etc.Monthly/Quarterly, as applicable
TDS returnApplicable TDS formsQuarterly, where applicable
MSME reportingMSME-related filingPeriodic, where applicable
Other MCA formsEvent-based formsAs and when applicable

Important: The actual due dates and forms depend on the company’s financial year, business activity, tax registrations, turnover, transactions and applicable exemptions. Compliance should therefore be reviewed individually rather than relying on a generic checklist.

What Happens If an OPC Misses Its Compliance?

Late filing can result in additional fees and other consequences.

Depending upon the default, an OPC may face:

  • Additional MCA filing fees
  • Statutory penalties
  • Interest or late-payment consequences under tax laws
  • DIN-related issues
  • Difficulty in obtaining loans or completing banking requirements
  • Problems during due diligence
  • Complications in conversion or closure
  • Regulatory notices

More importantly, pending compliance can accumulate over several financial years. The cost and effort required to regularise an old company can therefore be substantially higher than maintaining timely compliance every year.

Our One Person Company Compliance Services

At Shubham Anand & Co., Chartered Accountants, we provide a complete compliance solution for OPCs.

Our services can include:

ROC & MCA Compliance

  • Annual ROC compliance
  • AOC-4 preparation and filing
  • MGT-7A preparation and filing
  • Director KYC
  • MCA master data review
  • Event-based MCA filings
  • Maintenance of statutory records
  • Compliance calendar management

Accounting & Financial Statements

  • Bookkeeping and accounting
  • Bank reconciliation
  • Ledger scrutiny
  • Financial statement preparation
  • Balance Sheet and Profit & Loss
  • Year-end closing
  • Audit coordination

Income Tax Compliance

  • Tax computation
  • Income-tax return
  • Tax audit support, where applicable
  • TDS compliance
  • Advance tax planning
  • Tax compliance review

GST Compliance

  • GST registration
  • GSTR-1 and GSTR-3B
  • GST reconciliation
  • ITC reconciliation
  • Annual GST return, where applicable
  • GST notice and litigation support

Corporate Compliance Support

We can also assist with event-based requirements such as:

  • Change of director
  • Registered office change
  • Nominee change
  • Share capital changes
  • Share transfer
  • Conversion of OPC
  • Closure/strike-off
  • Other applicable MCA filings

Frequently Asked Questions – OPC Compliance

1. Is annual compliance mandatory for an OPC?

Yes. An OPC is required to comply with the applicable provisions of the Companies Act, 2013, including annual filing and financial statement requirements.

2. Does an OPC have to hold an AGM?

The normal AGM provisions are relaxed for OPCs. Section 122 provides a specific mechanism under which the sole member’s decision can be recorded in the minutes book instead of following the conventional general-meeting process.

3. Which annual return form is applicable to an OPC?

OPCs generally file their annual return using Form MGT-7A, the abridged annual return prescribed for OPCs and small companies.

4. Does an OPC require a statutory audit?

An OPC is generally subject to statutory audit under the Companies Act, 2013. The applicability of other audit requirements, such as tax audit, depends on the relevant tax-law conditions.

5. Is GST compliance included in OPC compliance?

GST compliance is separate from MCA compliance. However, if the OPC is GST registered, its applicable GST returns and related requirements must also be completed.

6. What if my OPC has not filed ROC returns for previous years?

The company should first undergo a compliance-status review. Pending filings, additional fees, penalties and the possibility of applicable regularisation or other statutory action should then be assessed before filing the pending forms.

7. Can an OPC be converted into a Private Limited Company?

Yes, an OPC can be converted into another type of company subject to the applicable provisions, conditions and filing requirements. The appropriate route depends on the company’s circumstances and the law applicable at the time of conversion.

8. Can you handle accounting, GST, income tax and ROC compliance together?

Yes. We can provide an integrated compliance arrangement covering accounting, MCA/ROC, GST, income tax, audit and other applicable requirements.

9. Do you provide OPC compliance services outside Ghaziabad?

Yes. Compliance work can be provided for companies located in Noida, Delhi NCR, Bihar, Jharkhand and other parts of India, subject to the nature of the assignment.

Need Help With Your OPC Compliance?

Whether you have recently incorporated an OPC or have an existing company with pending compliances, we can help you assess the current status and complete the applicable requirements.

Contact Shubham Anand & Co, Chartered Accountants for professional One Person Company (OPC) compliance services.

We can assist with OPC annual compliance, ROC filing, MGT-7A, AOC-4, accounting, audit, income tax, GST and other applicable corporate compliances.