One Person Company (OPC) Compliance and Annual Filing

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  1. Meetings of Board {Section 173(5)}
  • At least one meeting of the Board of Directors to be conducted in each half of a calendar year
  • Gap between the two meetings should not be less than ninety days
  • Exemption – if company has only one director.
  1. Holding of Board Meetings

The company shall hold two board meetings once in a year with a gap of 6 months. (i.e. January to June and July to December).

  1. Holding of Annual General Meeting

As per Section 139 (1) OPC has to hold its first Annual General meeting of members to appoint Statutory Auditor of company who shall hold office from conclusion of first AGM till conclusion of sixth AGM.

  1. Financial Statements i.e. Balance sheet and Profit and Loss Account
  • The financial statements of a one person company shall be signed by one director alone. As per section 137(1) Third Proviso, Financial statements shall be adopted and signed in Board meeting and filed within 180 days from 31.03.2017 with ROC.
  • Cash Flow Statement is not a mandatory part of financial statements for a One Person Company.
  • The annual return of a One Person Company shall be signed by the company secretary, or where there is no company secretary, by the director of the company as per Section 92 of Companies Act 2013.
  1. Filing of Annual forms with Government

Financial Statement:- It shall cover Balance sheet, Profit or loss account, Auditor’s report, Notes of accounts 

Type of form Companies Act 2013
Financial Statement, Profit or loss statement e-form AOC-4
Annual Return e-form MGT-7

 Due Dates of filing e-forms and mandatory attachments with Government

Type of e-form  Due Dates Mandatory attachments to e-form
AOC-4 29th September, 2017. Copy of Financial Statements
MGT-7 29th September, 2017. Copy of Annual return  (MGT-9)

 Exemptions available to OPCs under the Companies Act, 2013

              1. Section 98. Power of Tribunal to call meetings of members.

  1. Section 100. Calling of extraordinary general meeting.
  2. Section 101. Notice of meeting.
  3. Section 102. Statement to be annexed to notice.
  4. Section 103. Quorum for meetings.
  5. Section 104. Chairman of meetings.
  6. Section 105. Proxies.
  7. Section 106. Restriction on voting rights.
  8. Section 107. Voting by show of hands.
  9. Section 108. Voting through electronic means.
  10. Section 109. Demand for poll.
  11. Section 110. Postal ballot.
  12. Section 111. Circulation of members’ resolution.

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The information / articles & any replies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do not constitute legal advice or legal opinions. The information / articles & any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, I can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information/article contained without first seeking the advice of a Practicing Professional.

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58 thoughts on “One Person Company (OPC) Compliance and Annual Filing

  1. Does an OPC need to file any annual return or any other compliance document before commencing business i.e. after incorporation but before obtaining a Commencement of Business (COB) certificate? If yes, which one(s) and why? Does an auditor need to be appointed prior to Commencement of Business?

    • OPC is required to file Annual return and file AOC- 4 ( Financial statements) MGT-7 (Annual return) and ADT-1 form ( Appointment of statutory auditor) on or before 29/30th September every year after signing financial statements by one director and auditor. Statutory auditor has to be appointed by OPC in first board meeting immediately after its incorporation and ADT-1 form is to be filed with ROC within 30 days from date of appointment in Board meeting. Besides Appointment of an auditor, company secretary ( who is in practice) should be appointed in first board meeting to guide OPC as far as company law is concerned. Practising Company secretary is the only professional who has authority to certify e-form MGT-7 ( Annual Return) to confirm that records of meetings and other compliance is in order. So CS Professional plays very important role in private limited company.

      AS per 22.02.2019 notification laid down by the Government, OPC shall be required to file ACTIVE form ( Form for disclosing the registered address of company) to ROC on or before 25.04.2019. ACTIVE form is mandatory for OPC.
      Besides this, as per Companies (Appointment of Directors ) Rules, every director who has been alloted approved DIN, shall require to file DIR-3 KYC after closing of each financial year on or before 30th April.

      These are urgent and important compliance.

      Failure in filing DIR-3 KYC before due date attracts heavy penalty of Rs 5000/- per DIN. The DIN will be deactivated.But after paying Rs 5000 and filing KYC , DIN status will change from deactive to active

      Failure in filing ACTIVE form before due date attracts heavy penalty of Rs 10000/- The master date of company will show- Deactive company on MCA portal.
      the company cannot file event based forms such as appointment of additional director, shifting of registered office, increase of capital without filing of delayed ACTIVE Form

  2. hello mam,
    The OPC was incorporated on April 2017. However the director failed to appoint an auditor within 30days of the incorporation and wishes to appoint the auditor now i.e 2019. Should the AGM be held and resolution needs to be passed to appoint the auditor?

  3. i have incorporated my company as OPC and got certificate of incorporation on 20th february 2017. My company secretary in practice have not filled any return till date, now he is asking me we have done mistake and is asking late fee of Rs. 30000 for AOC1, MGT 7forms etc. Please tell me what to do and which financial return i have to fill and what will be the fees

    • Every OPC pvt. Ltd is required to file AOC-4 and MGT-7 every year on or before 30.09. If there is delay in filing, then Rs. 100 per day penalty will be applicable. I advise you to please file the forms asap.

  4. I want to Extend my first financial year to 18 month . My co registered dated 12th Dec 17 but I want to extend my first financial year hoti 31.03.2019

    Kindly suggest

    • As per Section 2(41) of Companies Act 2013, the definition talks that the financial year in relation to any company or a body corporate means the period ending on the 31st day of March every year and where it has been incorporated on or after first day of January of a year the period ending on the 31st day of March of the following year in respect whereoff financial year of company or body corporate is made up.
      Since your company was incorporated in December 2017, you cannot extend the first financial year to 31.03.2019.

  5. I have formed an OPC in January, 2016, and I have not maintained any compliance or filed return till date. Can you guide me in this regards.

    • First of all get the financial statements audited from Chartered Accountant, record the minutes of board meeting for the financial year (starting from January 2016 till 31.03.2017) hold Annual general meeting till 30.09.2017. file AOC-4, ADT-1 form, MGT-7 with ROC with additional fees. Repeat the same process for the financial year 01.04.2017 to 31.03.2018 and for further financial years.

  6. Hello mam! Actually the thing is when i was filing Form MGT-7 For an OPC, I was not able to choose the option – “whether AGM was held or not”.However i was able to give the final- “check form “option . But while filing AOC4, i was able to fill the above option of AGM. Howcome this can happen? can u pls help me in this regard mam?

    • While filling up e-form AOC-4, by Company law Rule, AGM is not to be held every year, only audited financial statements shall be filed with ROC every year through e-form AOC-4. Therefore you have not seen any option of selecting AGM in e-form AOC-4.

  7. Hello Ma’am
    I have a Query regarding Holding of Board Meeting.
    Say,we have an OPC with One Director ..It Implies ,OPC is exempt from Conducting Board Meetings in Each Half of Calendar Year.Usually Financials get Signed in Board Meeting and the same be Adopted in AGM.Since,OPC is Exempt from holding Board Meeting,now where can i get the Finacials Signed

    Do i need to hold Board Meeting once availing Exemption to get the Financials Signed??

  8. How to increase share capital in OPC ? and can we hold egm in OPC.

  9. can u provide audit report format for opc

  10. I have read somewhere that the due date for filing first AOC-4 in case of OPC is 31st December. After that next year onward it is within 180 days from the end of the financial year. Is it correct?

  11. Hi Meenaji,

    Your are doing an amazing job by writing blogs and even replying to all the queries diligently.

    My query to you was, I am an accountant of a one person company with one director. The company was incorporated in Jan 2018. Can i have the first financials for 15 months period ie as on 31.03.2019. What are the compliances I need to follow for the one person company

  12. opc incorporated on 17 feb 2017 . what is the due date for filling for financial statement.

  13. Is it necessary for LLP to file it’s annual compliance first (form 11 & 8) before applying for strike off of name vide form 24. Rule 37 of LLP Rules 2009 is not clear in this regard.

    • As per Notification dated 16/05/2017, RULE 37 is amended.As long as LLP shows any business activity it is required to file form 11 and 8 before filing form 24.

    • We had filed LLP Form 24 (2 cases) for closure on 30/04/2015. Out of which one got struck-off and the other came form resubmission, both in the year 2018. While resubmission the system flashes an error stating “annual return and balance sheet not filed for 2016”. Once the form is filed for closure is it mandatory to continue to file the returns until it gets struck off?

      • Before closure of LLP, annual compliance such as filing of form 11 and 8 is mandatory. So as per re submission query you need to file them.
        For your second question, it is not required to file compliance after closure and getting strike off certificate from ROC.

  14. Hi,
    Is it necessary to appoint auditor for opc within 30 days of incorporation and submit adt1?
    What is tge govt fees for adt1?
    If i fail to submit with in 30 days then what would be the panalty?

    • As per Company law, ADT-1 needs to be filed within 30 days of holding of First Annual General meeting. After incorporation, every company shall be required to appoint CA for audit purpose but filing of ADT-1 after holding of first Board meeting is not compulsory. This is my opinion but from CA to CA you may find difference of opinion.

  15. Hello Ma’am,

    I just want to confirm that my OPC was incorporated in 10th October, 2017, and F.Y will be clause in 31st March, 2018 so what will be the date of AGM?

  16. Hi Meenal ma’am
    First of all, i would like to say . ur blog and reply help hundreds of people who are naive into any business. Have answer to question , whose answer are not with any one.
    Ma’am our company is OPC with 1 director. is it mandatory to hire CS & CA . And file compliances thru any agent.

  17. 1) While filing Form MGT-7, what date should be given for AGM as the date in the month of September is showing error.
    2) My OPC was incorporated in the month of October, 2017. I have to appoint Auditor for 5 yrs in AGM. How to fill the Form.

    • AOC-4 and MGT-7 ADT-1 is to be filed within 180 days from close of first financial year. Accordingly, OPC has to decide the date of signing of balance sheet and first AGM. Yes OPC has to appoint Statutory auditor in first AGM and file ADT-1 form for five accounting period.

  18. Dear Mam

    Is it mandatory to appoint auditor (C/S or CA) for OPC or even for Private limited, and what are mandatory compliance for both OPC and for Private limited

  19. Madam,
    opc company incorporated on 15/02/2016, and books closed on 31/03/2017.
    AGM conducted on 18/11/2017 and adt-1 already filed. Now my query is if we file aoc-4 and mgt-7 what might be fees. someone told that 30th sept 2017 is the due date for filing opc annual returns, if so what about the agm conducted on 18th nov 2017. is it procedurally correct.. Please gudie me.

  20. I am planning to incorporate OPC in December 2017. Have I to file Annual returns for this financial year also?

  21. Dear Madam,

    What is the procedure if casual vacany for auditor has been arise in opc? as OPC HAS BEEN EXPEMTED FROM HOLDING EGM . Whether to appoint auditor in BM

    • Casual vacancy of auditor shall be filled up by holding Extra ordinary general meeting within 3 months from holding of Board meeting. All provisions as faar as auditor is concerned is applicable to OPC Pvt. Ltd.

  22. Dear mam,
    I have a LLP formation in 6 jan 2017, but yet business is not started, but current account is open and yet annual return is not filing and account report is also not filing ,
    could you tell me this LLP is under penalty or its a regular filing also sugguest how much fee require for return

    • Please check filing of Form 3.After incorporation of LLP, form 3 is to be filed with ROC within 30 days of incorporation Otherwise there will be penalty. You can file annual return and balance sheet after 31.03.2018.

  23. My OPC was incorporated in Sep-2014, and has not conducted any business, infact even bank account is not opened. Do I still need to file the returns from the date of inception, and what penalties are liable to be levied. I am the sole director of the OPC.

  24. Excellent work Meenal ji. I guess I too start blog on Engineering similar to yours. Request you to help me understand the following:
    I incorporated OPC on 17.04.2017 with single director –
    (i) What can be last date of holding first meeting (board of director) and first AGM
    (ii) Last date for filing ADT-1, AOC-4 and MGT-7
    (iii) I still have started earling anything, do I still have to file MGT-7. Actually I have not yet opened bank account also.

    Appreciate your advise on the above.

  25. Thanks you so much mam for this article. It is really helpful for knowledge gaining.

  26. Is a CS necessary for filing ROC for a OPC?

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