One Person Company (OPC) Compliance and Annual Filing

ONE PERSON COMPANY- REGARDING HOLDING OF BOARD MEETING, ANNUAL GENERAL MEETING AND FILING OF FINANCIAL STATEMENTS

  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 

A B
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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22 thoughts on “One Person Company (OPC) Compliance and Annual Filing

  1. 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.

  2. 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.

  3. 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

  4. 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.

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

  6. 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.

  7. 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.

  8. 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.

  9. 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.

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

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

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