Navigating One-Person Company Compliance
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* Excluding Govt. Fees & DSC Charges
Overview
One Person Company (OPC) is a hybrid business form combining aspects of sole proprietorship and body corporate. This business structure encourages the public to start their ventures as a One-Person Company (OPC). The compliance requirements for an OPC are significantly less stringent compared to private or public limited companies. Additionally, complete control of the company remains with a single individual. This form of business encourages the public to start their business as a body corporate, as the compliance requirements for an OPC are much lesser in comparison to a private or public limited company. Further, the complete control of the company remains with one person.
All companies, including One Person Companies registered with the Registrar of Companies, are required to file the following details mandatorily on an annual basis:
– Annual Return of the Company
– Copy of Financial Statements of the Company
Annual Return of One Person Company
- Registered office, CIN, principal business activities;
- Shares, debentures and other securities and shareholding pattern;
- Members and debenture-holders along with changes therein since the close of the previous financial year;
- Promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
- Meetings of members or a class thereof, Board and its various committees along with attendance details;
- Remuneration of directors and key managerial personnel;
- Penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
- Matters relating to certification of compliances, disclosures;
- Date of Annual General Meeting, if held.
Financial Statements of the Company
Provisions with respect to the submission of financial statements for One Person Companies (OPCs) are outlined in Sections 129, 134, and 137 of the Companies Act, 2013. OPCs are required to file financial statements within 180 days from the closure of the financial year, typically falling on September 27th. The financial statements must be submitted using Form AOC-4.
As per Section 134 of the Companies Act, 2013, every company has to prepare a detailed Board Report, which is to be presented at the Annual General Meeting (AGM) for adoption by the members, along with the financial statements of the company.
Since One Person Companies (OPCs) are managed by a single individual, liberty is provided by the Ministry of Corporate Affairs (MCA) to prepare an abridged Board Report under The Companies (Accounts) Amendment Rules, 2018. This provision simplifies the reporting requirements for OPCs, recognizing the unique nature of their management structure. This provision, introduced under The Companies (Accounts) Amendment Rules, 2018, simplifies the reporting requirements for OPCs, recognizing the unique nature of their management structure.
What is included in this
FAQs
An annual return is a document that must be filed by an OPC with the Registrar of Companies within the stipulated time period. This document contains shareholding details, financial statement and other company operational working details that occurred during a particular financial year.
Only one Director of One Person Company will sign MGT 7A and AOC 4.
If Annual General Meeting of Company held: Annual Return within 60 days from the date on which Annual General Meeting was held.
If Annual General Meeting of Company NOT held in any year: Annual Return within 60 days from the date on which Annual General Meeting should have held.
As per the provisions, in case of OPC, Resolution which are required to be passed at General Meeting, will be communicated by the member to the OPC and it will be entered in the minutes-book required to be maintained under section 118 and signed and dated by the member and such date shall be deemed to be the date of the General Meeting for all the purposes under this Act.
- Company:₹10,000 penalty plus ₹100 per day of delay, up to ₹2,00,000.
- Director/Officer in Default:₹10,000 penalty plus ₹100 per day of delay, up to ₹50,000.
As per section 137(3) of the Act, If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the Directors of the company, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees..
No, once the online annual return is filed by the OPC with Registrat Of Companies, the same can not be revised or rectified.
Yes, an OPC can convert into a Private Limited Company by complying with the Companies Act, 2013 and respective rules.
