A One Person Company is defined as a company that has only one member. One Person Company Annual Return Filing is significantly easier as OPCs have fewer regulatory requirements than other types of companies, such as Private Limited Company or Limited Liability Partnership.
It is important to consider the important Statutory Due Dates for OPC Annual Return Filing that fall during the year as soon as the new Fiscal Year begins in order to be fully prepared for all compliances to be met well in advance.
What Is a One Person Company Under the Companies Act of 2013?
As per Section 2 (62) of the Companies Act of 2013, a business with only one member or single owner is classified as a One Person business (OPC). Furthermore, an OPC is owned and managed by a single individual. Also, all members of an OPC are required to adhere to its Memorandum of Association (MOA).
Additionally, an OPC can only be incorporated as a Private Company, which means that all of the provisions that apply to a Private Limited Company will also apply to a One Person Company.
One Person Company Annual Return Filings
The list of One person company annual return filings is mentioned in the table below:
| Form | Particulars of Compliance | Description | Deadline |
| MBP-1 | Every director at each financial year shall submit this for disclosure of the director’s interest in other entity. | Submission of director’s interests in other entities for each financial year. | Within the financial year |
| DIR-8 | In OPC the directors of the company have to file a declaration about non-disqualification. | Directors in OPC must file a declaration confirming their non-disqualification. | As required |
| MGT-7 | OPC must file the Annual Return within 60 days from due date of AGM. | Submission of OPC’s Annual Return. | Within 60 days of AGM due date. |
| AOC-4 | The Company is required to file its Balance Sheet, PL Account and Directors’ Report in this form and also auditor’s report. | Filing of Balance Sheet, PL Account, Directors’ Report and Auditor’s Report. | Within 180 days of FY end |
| ADT-1 | Auditors in OPC will be appointed for 5 (Five) years and form ADT-1 will be filed for 5-years appointment. | Filing of form ADT-1 for the 5-year appointment of the auditor. | Within 15 days of AGM |
| DIR-3 | All Directors of the company must file DIR-3. | Obligation for all directors to file DIR-3 by the specified date for allotment of DIN. | On or before 30th September every year |
| MSME-1 | Company to file MSME-1, every half yearly with respect to pending payments to MSME vendors. April to September: 30th October Oct. to March: 30th April | Bi-annual filing of MSME-1 providing information on pending payments to MSME vendors as per the mentioned schedule. | 30th October and 30th April (respectively) |
| DPT-3 | To be filed with respect to the return of Deposit and particulars that are not considered Deposits as on 31st March. | Annual filing of DPT-3 including details of deposits and particulars not considered as deposits as of 31st March. | On or before 30th June every year |
E Form AOC 4 for One Person Company Annual Return Filing
E-Form AOC 4 stands as a significant annual filing obligation for One Person Companies (OPCs). This form includes all financial transactions and monetary particulars of the company concerning the respective financial year. It serves as the Annual Financial Report encompassing the Balance Sheet, Auditor’s Report, Profit and Loss Account and Consolidated Financial Statements.
Due Date for Filing Form AOC 4 for One Person Company Annual Return Filing for FY 2022-23
In reference to the filing of AOC 4 for OPC for the financial year 2022-23, the requisite action must be completed within 180 days following the conclusion of the financial year. Consequently, the deadline to submit E-Form AOC 4 for OPC for FY 2022-23 will be September 27, 2023, given that April 1, 2023, is considered the starting date while computing the 180-day duration.
Form MGT 7A for One Person Company Annual Return Filing
Form MGT 7A was introduced by the Ministry of Corporate Affairs (MCA) through the Companies (Management and Administration) Amendment Rules, 2021, on March 5, 2021. This form applies to both One Person Companies (OPCs) and Small Companies. It mandates the annual filing of Form MGT 7A with the relevant Registrar of Companies (ROC), including the updated list of directors and shareholders of the OPC.
Due Date for Filing Form MGT 7A for One Person Company Annual Return Filing for FY 2022-23
For the financial year 2022-23, OPCs are required to file Form MGT 7A within 60 days from the date of the Annual General Meeting (AGM). Despite OPCs being exempted from conducting an AGM, the due date for Form MGT 7A submission is calculated based on the normal AGM date. For instance, if the AGM is scheduled for September 30, 2023, the deadline for filing ROC Form MGT 7A for FY 2022-23 would be November 28, 2023, as indicated by the MGT 7A help kit.
Mandatory One Person Company Annual Return Filings and Compliance
The registration of One Person Company (OPC) involves obligatory compliance with the following requirements:
- Conducting Minimum Two Board Meetings: As outlined in the provisions of the Companies Act, 2013, at least two board meetings need to be held.
- Statutory Audit of Financial Statements: Financial statements must undergo a statutory audit, carried out by a practicing chartered accountant.
- Appointment of an Auditor: The appointment of an auditor is another important step in compliance.
- Filing of Income Tax Return: The OPC is required to file its IT Return.
- Annual Filings with the Registrar of Companies: The OPC must submit its annual filings to the Registrar of Companies.
- Maintenance of Statutory Registers: Ensuring the proper upkeep of statutory registers is imperative.
- Form AOC-4 for Financial Statement: Submission of Form AOC-4, detailing the financial statement, is essential.
- MGT-7 for Annual Return: Filing of MGT-7 is necessary for the annual return.
Event-Based Compliances for a One Person Company
The following compliances come into effect upon the occurrence of specific events:
- Receipt of share application money.
- Allotment of shares.
- Transfer of shares.
- Appointment or resignation of directors.
- Appointment of the Whole Time Director (WTD) or a Managing Director.
- Execution of agreements with Related Parties.
- Change in Bank Signatories.
- Change in the Statutory Auditor.
Other Compliances for One Person Company Annual Return Filing
The other compliances for one person company annual return filing are:
Directors’ Report:
The Director’s Report must include the necessary information mandated for small companies in accordance with statutory requirements.
Circulation of Financial Statement & Relevant Documents:
The company is obligated to send the approved Financial Statement, Directors’ Report and Auditors’ Report to its Members, ensuring they receive these documents at least 21 days before the scheduled Annual General Meeting (AGM).
Statutory Register:
The company is required to maintain several essential registers:
- Director Register: This register should contain details about the directors of the company.
- Director Shareholding Register: A record of director shareholdings should be maintained.
- Related Party Transaction Register: This register needs to document transactions with related parties as per legal mandates.
One Person Company Annual Return Filing: Compliance with the Companies Act, 2013
The One Person Company annual return filings based on the Companies Act, 2013 are:
Board Meeting Obligations
In accordance with the Companies Act, 2013, Section 173(5) stipulates that a One Person Company (OPC) must arrange a minimum of one board meeting (BM) during each half of the calendar year. This requirement mandates the scheduling of a meeting between January and June, as well as another between July and December. Furthermore, there should be a time gap of no less than 90 days between these board meetings. However, if the OPC has only a single director, this mandatory meeting stipulation is exempted.
Annual General Meeting and Statutory Auditor
Section 139(1) of the Companies Act, 2013 requires an OPC to hold an Annual General Meeting for the purpose of appointing a Statutory Auditor. Here, the auditor chosen is anticipated to serve from the conclusion of the initial AGM through the completion of the sixth subsequent Annual General Meeting.
Late Filing Penalties under AOC-4 and MGT-7A
The penalties late filing of the said forms results in:
- The non-timely submission of ROC Forms AOC-4 and MGT 7A incurs an increased penalty of INR 100/- per day in default.
- OPCs must file ROC Yearly Compliance Forms promptly, adhering to the Companies Act of 2013, the Income Tax Act and applicable regulations.
Final Thoughts
One Person Companies Annual Return Filing is of utmost importance not only for the avoidance of severe penalties but also for the continuous and trouble-free operation of the business. Understanding key due dates for annual filings is essential as each fiscal year commences. Also, the compliances based on particular events and other such miscellaneous compliances are important to aid the business in maintaining good legal standing. Proper comprehension of legal obligations, including the timely filing of forms like AOC-4 and MGT-7A, prevents the imposition of penalties. OPCs must operate in compliance with the Companies Act of 2013 and the Income Tax Act, thereby ensuring compliance not only with these fundamental statutes but also with other valid regulations.
