A One Person Company (OPC) does most of what a private limited company does each year: its accounts are audited, filed with the Registrar of Companies (ROC), and followed by an annual return. What changes is how decisions are taken. With one member and often one director, the law replaces meetings with signed entries in the minutes book. That shifts the filing dates, the signatures and the paperwork in ways that trip up owners who copy a private company’s calendar.
This post covers only what is different for an OPC. If you would rather hand the year’s filings over, our OPC compliance plan prepares the documents and files the forms for you.
The OPC year at a glance
For a financial year ending 31 March, the cycle looks like this:
| Step | Who does it | Timing | Law |
|---|---|---|---|
| Board meetings | Board, if it has two or more directors | One in each half of the calendar year, at least 90 days apart | s.173(5) |
| Accounts approved and signed | Board; signed by one director | After the audit | s.134(1) |
| Accounts adopted | The member, by a resolution entered in the minutes book | Before filing | s.122(3) |
| AOC-4 (financial statements) | Company | Within 180 days of the year end, which is 27 September | s.137(1), third proviso |
| MGT-7A (annual return) | Signed by the company secretary or, if none, the director | See the note below | s.92(1) proviso, s.92(4) |
| ADT-1 (auditor appointment) | Company | Within 15 days of the appointment | s.139(1) |
| DIR-3 KYC Web | The director personally | By 30 June in the year it falls due | DIR-3 KYC rules |
Every section cited is in the Companies Act, 2013 on India Code.
No AGM: what replaces it
Section 96(1) requires an annual general meeting from “every company other than a One Person Company”. The business an AGM would normally handle still has to be done: adopting the accounts, appointing or continuing the auditor, and any dividend. Section 122(3) says how. The member communicates the resolution to the company, and it is entered in the minutes book and signed and dated by the member. That date is treated as the date of the meeting for every purpose under the Act.
So the “AGM” of an OPC is a page in the minutes book. Three things follow:
- The minutes book is the evidence. If a resolution is not entered, signed and dated, it has not legally been passed. Keep the book bound or properly maintained, not as loose sheets.
- Dates matter. The date the member signs is the date used for filings that run from the meeting. Choose it deliberately.
- Special resolutions work the same way. An OPC changing its objects or articles passes the special resolution by a minutes-book entry. It still files that resolution with the ROC within 30 days.
Board meetings: two, one or none
An OPC’s board meeting rule depends on how many directors it has.
- Two or more directors: at least one board meeting in each half of the calendar year (January to June and July to December), with at least 90 days between the two (section 173(5)). This is the same relief small and dormant companies get. A private company outside these classes needs four meetings a year.
- Only one director: the proviso to section 173(5) switches off both the meeting requirement and the quorum rule in section 174. Instead, under section 122(4), any business the board would transact is done by the sole director’s resolution entered in the minutes book, signed and dated. The date of signing counts as the date of the board meeting.
Even with one director, the board’s annual decisions still have to be recorded: approving the financial statements, approving the Board’s report, and the other items the Act reserves to the board.
Accounts: what is lighter, what is not
One director signs
For a private company, section 134(1) requires the financial statements to be signed by the chairperson if authorised, or by two directors (one of them the managing director, if there is one), plus the CEO, CFO and company secretary where appointed. For an OPC, signature by one director is enough.
No cash flow statement
The definition of financial statement in section 2(40) lets an OPC leave out the cash flow statement. The balance sheet, profit and loss account and notes are still required.
A much shorter Board’s report
For an OPC, section 134(4) says the Board’s report means only a report with the board’s explanations or comments on every qualification, reservation, adverse remark or disclaimer in the auditor’s report. The long list of disclosures a private company’s Board’s report carries does not apply. If the audit report is clean, the report is short. It is still prepared and attached.
Audit is not optional
There is no turnover below which an OPC escapes audit. Every company, OPC included, has its accounts audited by a chartered accountant in practice.
Filing dates: AOC-4 and MGT-7A
AOC-4. A private company files its financial statements within 30 days of its AGM. An OPC has no AGM, so the third proviso to section 137(1) gives it a fixed period instead. It must file the financial statements adopted by its member within 180 days from the end of the financial year. For a 31 March year end, that is 27 September.
MGT-7A. The annual return of an OPC is filed in the shorter form MGT-7A. It is signed by the company secretary or, where there is none, by the director (section 92(1), proviso). The difficulty is the date. Section 92(4) counts 60 days from the AGM, or from the date it should have been held. An OPC is not required to hold one, and the Act gives no OPC-specific date. Confirm the date the MCA applies for your year with your adviser or the form’s instructions, and do not leave it until the last moment.
The auditor
An OPC’s first auditor is appointed by the board within 30 days of incorporation (section 139(6)). After that, the auditor is appointed for a term of five years under section 139(1). In an OPC, the member makes that appointment by a minutes-book resolution under section 122(3), with the auditor’s written consent and eligibility certificate obtained first. The company then files ADT-1 within 15 days of the appointment. Because there is no AGM to anchor the term, record clearly in the resolution which financial years the appointment covers.
OPC-only obligations people miss
- Contracts with yourself. Where the OPC contracts with its sole member who is also its director, section 193 says the terms must be in writing, or recorded in a memorandum or in the minutes of the next board meeting. This does not apply to contracts in the ordinary course of business. The company must inform the ROC within 15 days of the board’s approval. Typical examples are a loan from the owner, rent paid to the owner, or the owner’s remuneration terms.
- The nominee. If the nominee changes or withdraws consent during the year, the company has to report it to the ROC. Check at year end that the nominee recorded with the MCA is still the person you intend.
- The name. Section 12(3) requires the words “One Person Company” in brackets below the company’s name wherever it is printed, affixed or engraved. That includes invoices, letterheads and the signboard.
- Director KYC. The director files DIR-3 KYC Web once in each three-year cycle and reports changes to their mobile, email or address within 30 days. In an OPC with a single director, a deactivated DIN can stop every company filing, because nobody else can sign.
OPC and private limited company side by side
| Requirement | One Person Company | Private limited company |
|---|---|---|
| AGM | Not required; minutes-book resolutions instead | Every year |
| Board meetings | Two a year, 90 days apart; none if one director | Four a year, no more than 120 days apart (two if a small company) |
| Signing of accounts | One director | Chairperson or two directors, plus KMP where appointed |
| Cash flow statement | Not required | Required unless small or dormant |
| Board’s report | Comments on audit qualifications only | Full disclosures under section 134(3) |
| AOC-4 due | 180 days from year end | 30 days from the AGM |
| Annual return form | MGT-7A | MGT-7, or MGT-7A if a small company |
| Audit | Every year | Every year |
If you are still choosing a structure, the rules on who can form an OPC are set out on our OPC registration page.
If a filing is late
A late AOC-4 or MGT-7A attracts an additional fee for each day of delay, on top of the normal fee. Penalties under the Act can follow for the company and the director. Section 446B limits an OPC’s penalties to half of the normal amount, within a cap. The relief is real, but it does not apply to the per-day additional fee, and three missed years of financial statements or annual returns can still disqualify the director under section 164(2).
Complianto (complianto.in), operated by Mentorcorp Private Limited, is a private consultancy and is not affiliated with any government body. We do not issue official documents. We charge a professional fee for application assistance and advisory services. Applicants can apply directly to the government without our fees via the official portals: MCA (mca.gov.in), Income Tax (incometax.gov.in), GST (gst.gov.in), MSME (udyamregistration.gov.in), FSSAI (foscos.fssai.gov.in), Startup India (startupindia.gov.in), and IP India (ipindia.gov.in).
This article is general information, not legal or tax advice.
