The One Person Company (OPC), introduced as a new concept under the Companies Act, 2013, to promote entrepreneurship and make it easier for individuals to start their own businesses and this model has become a popular choice for solo entrepreneurs in India, offering the benefits of a corporate entity without the complexities of a larger company. However, just like any other business structure, an OPC comes with its own set of compliance requirements that must be met to avoid penalties and legal issues.
A One Person Company (OPC) is a type of business structure that allows a single individual to start and operate a company with limited liability in accordance with the provisions as mentioned under the Companies Act, 2013 and rules made thereunder. It was
Define One Person Company
Sec 2(62) "One Person Company" means a company which has only one person as a member.
In other words, an One Person Company (OPC) is a type of business entity in India that allows a single individual to own and operate a private company. This concept, introduced under the Companies Act, 2013, was a game-changer for solo entrepreneurs, freelancers, and small business owners.
Key Features of an OPC
- Single Owner: The most defining feature is that an OPC has only one person as both the shareholder (or member) and the director.
- Limited Liability: Like a private limited company, an OPC provides limited liability protection. This means that the owner's personal assets are separate from the company's liabilities and are not at risk in case the business incurs debts or losses.
- Separate Legal Entity: An OPC is a distinct legal entity from its owner. This allows the company to own assets, enter into contracts, and sue or be sued in its own name.
- Perpetual Succession: The company's existence is not tied to the life of its owner. A nominee must be appointed at the time of incorporation who will take over the company's affairs in the event of the owner's death or incapacity, ensuring business continuity.
- Lower Compliance Burden: Compared to a private limited company, an OPC enjoys certain relaxations and exemptions from strict compliance rules, such as not needing to hold an annual general meeting.
- Nominee Requirement: The sole member of an OPC must appoint a nominee, who will become the member in case of the original member's death or incapacity. This ensures the continuity of the business.
Compliance for an OPC can be broken down into several key areas, most of which are mandatory and time-sensitive.
Key Compliance Requirements
DIR-3 KYC
It is mandatory compliance for DIN holders:
a. E- Form DIR-3 KYC is to be filed by an individual who holds DIN / DPIN and is filing his KYC details for the first time or by the DIN holder who has already filed his KYC once in eform DIR-3 KYC but wants to update his details.
b. Web service DIR-3-KYC-WEB is to be used by the DIN / DPIN holder who has submitted DIR-3 KYC eform in the previous financial year and no update is required in his details.
c. Due date for filing the KYC form is 30th September, 2025.
Annual Filing Compliances
Section 137 of the Companies Act, 2013
One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty (180) days from the closure of the financial year
AGM not Applicable for OPC: Section 96
(1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.
OPC Annual Filings - Timeline and Key Points
One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty (180) days from the closure of the financial year. (Section 137 of the CA 2013).
AGM not Applicable for OPC: (Section 96.)
A person can be member in only one OPC.
The following 2 E - forms to be filed for Annual ROC filing is:
i. MGT-7 - Annual return
ii. AOC- 4 - Financial Statements, Balance Sheet & P&L Account
Due date for Annual Financial Statements (AOC-4): The due date for Annual Filing is 27.09.2025 (if FY ended on 31.03.2025)
Due date for Annual Return (MGT-7A): OPC does not require to hold AGM, yet the due date for filing Form MGT 7 shall be 60 days from the completion of the 6 months from the end of financial year, that means due date will be 60th day from 27.09.2025.
Form MGT-7A is the form prescribed for Annual Return of One Person Company and Small companies. This form is applicable in respect of Annual Return for the F.Y. 2021-22 and onwards of OPC as defined under Section 2(62) of Companies Act, 2013, and small companies.
Penalty for non - submission with in due timeline:
In case a return has not been filed, a Penalty (additional fees) will be levied from the due date (27.09.2025 - in case of AOC-4) of INR 100/- per day for each day for which default continue.
Maintenance of Statutory Registers
An OPC need to maintain several statutory registers at the company's registered office. These include a Register of Directors, a Register of Members, and a Register of Contracts and Arrangements etc.
Income Tax Filings
An OPC must also file its income tax returns annually, just like any other company. The deadline for this is typically September 30th for companies that require a tax audit.
Summary of the key compliance requirements for a One Person Company (OPC) under the Companies Act, 2013
|
Sl. |
Compliance Particulars |
E-Form |
Timeline / Frequency |
Description |
|
1 |
Financial Statements |
AOC-4 |
Within 180 days from close of FY |
Submission of audited balance sheet, P&L, Director's Report. |
|
2 |
Director KYC |
DIR-3 KYC |
By September 30 every year |
KYC of directors with DIN as of March 31. |
|
3 |
Board Meeting |
Minutes |
Min. one in each half year |
Minimum gap of 90 days between two meetings. |
|
4 |
Disclosure of Interest |
MBP-1 |
At first Board Meeting of FY |
Declare director's interest in entities; update for any change. |
|
5 |
Non-disqualification Declaration |
DIR-8 |
At first Board Meeting of FY |
Director's declaration of non-disqualification. |
|
6 |
MSME Payments Reporting |
MSME-1 |
Half-yearly |
File delayed payments to MSME vendors (if applicable). |
|
7 |
Return of Deposits |
DPT-3 |
By June 30 every year |
Statement of deposits and particulars not considered deposits as of March 31. |
|
8 |
Auditor Appointment |
ADT-1 |
Appointment or reappointment |
File within 15 days of appointment for 5-year term. |
Disclaimer: Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information.
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