According to Section 2 (62) of the Companies Act, 2013, a company with only
one person as its member falls into the category of One Person Company. An OPC
compliance requirement is similar to that of a private limited company. As we
all know, a one-person company enjoys the status of a separate legal entity.
Thus, the extent of the liability of the directors is limited to the extent of
the amount invested by them.
It must be noted that one person company can only be incorporated as a private
limited company. Thus, all the provisions applicable to private companies are
applicable to one person company compliance too.
In this article, you will learn about one person company compliance and the
annual returns to be filed after the incorporation of an OPC.
Annual Filings for One Person Company Compliance:
- MBP 1:
Form MBP-1 is to be filed by the directors in one person company compliance
to disclose their interest in other companies yearly on the first Board
Meeting of every year or the instance of change in the Director of the OPC.
Form DIR-8 is required to be filed by every director in one person company
compliance at the time of his/her appointment ascertaining that he/she is
not disqualified/debarred from functioning as a director of a company.
- DIR-3 KYC:
In one person company compliance, directors owning DIN (Director
Identification Number) with active status are required to file DIR-3 KYC
annually as per the Companies Rules, 2014. Failure to file DIR-3 KYC will
lead to inactive DIN status on the MCA portal. Please note that no Form of
annual compliances for one-person companies can be filed if DIR-3 stands
In one person company compliance, an auditor shall be appointed within
fifteen days of holding an Annual General Meeting for a period of five
All one-person companies are required to file their annual returns within a
time span of sixty days of holding the Annual General Meeting. This can be
done by filing MCA Form MGT-7. Failure to file annual returns levy a penalty
of Rs 100 per day from the due date of non-filing.
In one person company compliance, an OPC is required to file its financial
statements, i.e., Profit and Loss Account and Balance Sheet along with
Director Report by filing Form AOC-4 within sixty days of holding the Annual
General Meeting. Failure to file Form AOC-4 levies a penalty of Rs 100 per
- Appointment of Auditor:
In OPC compliance, the director is required to appoint an auditor within
thirty days of incorporation of the company. One person company that fails
to appoint an auditor is liable to pay a penalty of Rs 300 per month. In
addition, the company will not be allowed to commence business. He/She is
required to stay in the office till the completion of 1st AGM. There is no
need to file Form ADT-1 for the appointment of the first auditor.
Other Annual Compliance for One Person Company
- Directors' Report:
A Director's Report is a financial document mandated by the Companies Act,
2013 which is intended to explain to the shareholders, the affairs of the
company, the nature of the business and its scope of one person company
- Circulation of Financial Statements and other relevant documents:
In one person company compliance, the business must send to its members all
financial records- including the Financial Statement, Directors' Report and
Auditors' Report at least 21 days prior to the holding of the AGM.
- Statutory Register:
In OPC compliance, the company shall maintain mandatory registers such as
the Director's register, Director's shareholding register and Transaction
- Section 173(5) of the Companies Act, 2013:
According to this Act, in one person company compliance, a company is
required to conduct at least one board meeting in each half of the calendar
year. In addition to this, the time gap between two board meetings must not
be less than a period of ninety days.
Note: If there is only one director in an OPC, this requirement shall not be
- Statutory Audit:
As per Section 139 (1) of the Companies Act, 2013, an OPC is mandated to
hold its first AGM within fifteen days of the incorporation of the OPC. A
subsequent auditor is appointed to monitor the fair dealings of a company in
terms of its financial position. He/She is appointed in the first AGM and
continues to stay in the same position till the sixth AGM. As per the
Companies Act, 2013, a subsequent auditor is appointed by the filing Form
- Annual filings to the Registrar of Companies:
MGT-7 and AOC-4 are the most important forms under one person company
compliance that are to be filed with the Registrar of Companies (RoC).
- Filing of Income Tax Return (ITR):
In one person company compliance, ITR filing is required to be done on or
before 30th September of the current financial year. In case the annual
turnover of an OPC is more than Rs 1 crore, a tax audit will be statutory.
The ITR in such a situation will be filed in Form VI.
- Appointment of Director:
In one person company compliance, every person to be appointed as a Director
shall provide his/her consent in the Form DIR‐2 and such consent shall be
filed by the Company with the Registrar of Companies (ROC) in Form DIR‐12,
within thirty days of appointment.
Event-based One Person Company Compliance
The event-based OPC compliance includes all compliances that are liable to be
followed on the occasion of an occurrence of the concerned event. Event-based
hassle-free compliances are aforementioned to maintain legal comprehensiveness
and avoid disputes in the course of the business. They are:
- Appointment or Resignation of a Director;
- Appointment of Managing a director.
- Change in the statutory auditors;
- Transfer of Shares
- Increase of Authorized Capital;
- Change of Name of Company;
- Change in Registered Office Address (Through Form INC-22)
- Registration/Modification of Charge
- Appointment of Auditor
- Statutory Audit of Accounts
- Filing of Annual Return (Form MGT-7)
- Filing of Financial Statements (Form AOC-4) Board Meetings
- Annual General Meeting
- Preparation of Directors' Report
- ITR and Audit requirement
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Written By: Shahnawaz Shaikh
Email us at [email protected]
, Ph No: +919820444477
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