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OPC Compliance

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Overview

What is a OPC Compliance?

A One Person Company (OPC) is a company incorporated by a single individual under Section 2(62) of the Companies Act, 2013, and is a distinct category introduced to enable solo entrepreneurs to enjoy the benefits of a corporate structure and limited liability without the need for a second member.

Note on OPC Compliance

Annual & Event-Based Compliance for a One Person Company under the Companies Act, 2013

1. Introduction

A One Person Company (OPC) is a company incorporated by a single individual under Section 2(62) of the Companies Act, 2013, and is a distinct category introduced to enable solo entrepreneurs to enjoy the benefits of a corporate structure and limited liability without the need for a second member. Although an OPC has only one member, it is treated as a separate legal entity, and it is required to fulfil certain statutory obligations every year, commonly referred to as “OPC Compliance,” irrespective of its turnover, profit, or business activity.

OPC Compliance is broadly divided into Mandatory (Annual) Compliance, which recurs every financial year, and Event-Based Compliance, which is triggered by specific corporate actions such as change of nominee, change in director, change of registered office, or conversion of the OPC into a Private/Public Company.

2. Salient Features of OPC Compliance

Mandatory in nature

An OPC must comply with statutory filing requirements every year, even if it has not commenced business or had NIL transactions.

Governed by statute

Compliance is governed primarily by the Companies Act, 2013, the Income Tax Act, 1961, and rules framed by the Ministry of Corporate Affairs (MCA).

No AGM requirement

An OPC is exempted from holding an Annual General Meeting (AGM); however, it must still hold at least one Board Meeting in each half of a calendar year.

3. Frequently Asked Questions (FAQs)

Collapsible FAQs (or accordions) let visitors browse questions and click to expand answers, keeping pages uncluttered

Why is a nominee required for an OPC, and what happens if the nominee changes? +
Ans. Since an OPC has only one member, a nominee is required so that the company can continue to exist in the event of the member's death or incapacity. Any change in the nominee must be intimated to the ROC through Form INC-4.
Can an OPC be converted into a Private Limited Company voluntarily at any time? +
Ans. An OPC cannot voluntarily convert into a Private/Public Company before the expiry of two years from the date of incorporation, except where its paid-up capital or average annual turnover exceeds the prescribed threshold, in which case conversion becomes mandatory within six months.
What happens if an OPC fails to file its annual returns on time? +
Ans. Late filing attracts an additional government fee of up to 12 times the normal filing fee, along with the risk of penalty on the company and the officer in default, and potential disqualification of the director in case of continued default.
Is professional certification required for OPC compliance filings? +
Ans. Financial statements require audit and certification by a Chartered Accountant. Certain event-based forms may also require certification by a practicing Company Secretary, depending on the nature of the filing.
Where are OPC compliance forms filed? +
Ans. All OPC compliance forms are filed electronically on the Ministry of Corporate Affairs (MCA) portal (www.mca.gov.in) using the Digital Signature Certificate (DSC) of the director.


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