A One Person Company is inarguably one of the most flexible business structures to ever exist. It allows a sole owner to enjoy the benefit of limited liability while maintaining full control over the company. It is a hybrid structure that combines the autonomy that comes with sole proprietorship with the trustworthiness and protection that a private limited company provides.
It features centralized control as well as lower compliance burden when compared to traditional corporations out there. However, less doesn’t mean there’s no compliance at all. There are still certain OPC compliances that every business owner must follow after One Person Company registration. Even skipping a single compliance requirement can lead to penalties and legal issues. So, it is important to stay compliant at all times during the course of business.
The compliance for an OPC mainly includes filing financial statements, annual returns, income tax returns, maintaining statutory records and fulfilling other ROC obligations within the prescribed timelines. If you are planning to start an OPC or have recently set one up, then it is recommended to go through this guide for clarity regarding compliance obligations.
In the table below, we have provided you with the list of some of the major OPC compliance requirements:
|
S. No. |
Compliance Requirement |
Timeline/Due Date for Completion |
|
1. |
File Form INC-20A (Commencement of Business) |
This form is to be filed within 180 days of OPC incorporation. |
|
2. |
Payment of Stamp Duty (Share Certificates) |
Must be done within 30 days from the actual date of issuing share certificates. |
|
3. |
First Board Meeting (Minutes) |
The first Board Meeting of an OPC having more than one director must be held within 30 days of incorporation. In case of OPC with sole director, the resolution may simply be recorded and signed in the minutes book. |
|
4. |
Subsequent Board Meetings |
At least 1 meeting in each half of a calendar year to be held. Minimum gap of 90 days between meetings required. This compliance is exempted entirely if the OPC has only 1 director. |
|
5. |
Annual General Meeting (AGM) |
This requirement is exempted for the OPCs u/s 96(1). Unlike other companies, they do not hold an AGM. |
|
6. |
File Form MBP-1 (Director's Interest) |
To be submitted at first board meeting of each financial year or first meeting after a change occurs. |
|
7. |
Provide Declaration in Form DIR-8 (for individuals appointed/re-appointed as directors) |
To be submitted to company upon appointment, re-appointment and annually at first board meeting every financial year. |
|
8. |
Maintain Statutory Registers |
Every OPC must ensure maintenance of statutory registers like minutes book and member registers among others at all times. |
|
9. |
File Form AOC-4 (Audited Financial Statements) |
Within 180 days from the end of the financial year (By September 27 every year). This requirement is mandatory even if company has NIL turnover, zero business activity or no transactions during the financial year. |
|
10. |
File Form MGT-7A (Abridged Annual Return) |
MGT-7A is an abridged annual return form applicable only to OPCs. The MGT-7A for OPCs must be filed within 60 days from "deemed" AGM date (i.e., approx. Nov 26). |
|
11. |
File Form ITR 6 to Submit Income Tax Return |
This form is to be filed by OPC by September 30 of each assessment year unless otherwise specified by govt. |
|
12. |
Complete DIR-3 KYC (Director's KYC) |
MCA has now shifted from annual to triennial (i.e., every 3 years) DIR-3 KYC compliance. This has been done to make things easier for directors. Therefore, those directors who filed their 2025-26 KYC do not need to file form again until 30 June 2028 unless there has been a change in details. |
|
13. |
Appoint Auditor via Form ADT-1 |
Must be filed within 15 days of auditor appointment. Auditor appointment remains valid for 5 years. |
|
14. |
File E-Form MSME-I (Half-Yearly Return) |
Applicable where payment to MSME suppliers exceeds 45 days. For Apr-Sep, file this form by October 31. For Oct-Mar, file this form by April 30. |
|
15. |
File E-Form DPT-3 (Return of Deposits) |
File this form by June 30 every financial year to report outstanding loans/money received that are not considered as deposits. |
Here are a few things to keep in mind regarding OPC compliance requirements:
An OPC can operate with a minimum of one director and have up to 15 directors. If the OPC decides to operate with only one director, then it is exempt from holding Board Meetings. In such a case, all that needs to be done is draft the resolution and enter it directly into the minutes book after signing it.
An OPC cannot file Form INC-20A until shareholder has fully deposited the initial share capital amount into the company’s designated bank account. So, the first step is to deposit the subscription amount and open the bank account, not file the form right away.
It must be kept in mind that the first auditor of an OPC must be appointed by the director within 30 days of incorporation. After this, Form ADT-1 must be filed with the ROC within 15 days of such an appointment.
No AGM needs to be held by an OPC. However, do not forget to hold Board Meetings if the company has more than one director as such compliance exemption is available only to OPCs with a sole director.
Make sure to complete the compliance requirements in a timely manner. In case of failure to comply with the requirements, your OPC will face fines and penalties. For instance, failure to file Form MGT-7A for annual returns attracts a late fee of Rs. 100 per day of default. Delayed DIR-3 KYC filing attracts a penalty of Rs. 5,000 and continuous act of non compliance for several years may even lead to director disqualification.
Also Read: Tax Benefits of One Person Company in India
An OPC must complete a variety of compliances. However, unlike other companies, an OPC is exempt from holding an AGM. It is also exempt from holding Board Meetings if it has only one director. In such a case, the resolution can simply be signed and recorded in the minutes book. While the compliance requirements for an OPC are less, they still cannot be ignored. Every OPC owner should actively keep an eye on the compliance deadlines and complete all filings within the prescribed time so as to avoid penalties and keep the company legally active and trustworthy.
If you need professional guidance for OPC registration or compliance filings, get in touch with Registrationwala team. We will make it much easier for you to complete the regulatory requirements.
Q1. Is AGM mandatory for an OPC in 2026?
A. Absolutely not. OPC is actually the only company that does not need to conduct an AGM under Companies Act, 2013. All other companies under the Act must convene this meeting.
Q2. What is the late fee for Form AOC-4?
A. Form AOC-4 late fee is Rs. 100 per day of default.
Q3. Can I file OPC returns without a director?
A. No, you cannot file OPC returns unless there is a director. In fact, you cannot even legally operate an OPC without a director.
Disclaimer: This article is for informational purposes only. The views expressed in this article do not necessarily reflect views of Registrationwala and its employees. While the author has made every effort to ensure the information provided in this article is accurate and up to date, we do not guarantee its 100% completeness, accuracy or reliability. Readers are, therefore, advised to verify the information with official sources.
Hi, I'm Sachin Chawla. I’m a commerce graduate from Agra University and a Chartered Accountant (2015) with DISA certification. I focus on helping businesses with formation, management, tax and FEMA matters, business licenses and regulatory compliance, IP advisory, risk management and auditing among others. Through my articles, I aim to share my expertise and provide practical guidance in these areas.
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