Article explains evolution of compliance requirements for One Person Companies (OPCs) under the Companies Act of 2013, along with subsequent Amendment Acts and regulations up until August 7, 2023. By comparing the original regulations with the most recent amendments, the author highlights the changing landscape of compliance obligations for OPCs.
Definition of One Person Company:
A One Person Company is defined in the Companies Act as a company with only one member. A single shareholder holds 100 percent of the shareholding.
IMPORTANT POINTS TO NOTE:
1. There must be only one person as a member.
2. The number of directors can range from 1 to 15.
3. One Person Companies have fewer compliance requirements compared to other companies.
4. There is no requirement for a minimum share capital.
5. The letters “OPC” must be suffixed with the name of the OPCs to differentiate them from other companies.
6. A one-person company must hold at least one meeting of the Board of Directors in each half of a calendar year, with a gap of no less than ninety days between the two meetings.
7. The provisions of Section 98 and Sections 100 to 111 (inclusive), which pertain to the holding of General Meetings, do not apply to a one-person company.
ANNUAL COMPLIANCES ONE PERSON COMAPNY
|
S. No. |
Forms | Section & Rules | Particular of Compliance | ||
| QUARTER – I – APRIL TO JUNE | |||||
| 1. | Receipt of MBP-1 | 184(1) | Form
MBP- 1 |
Every Director of the Company in the First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities. | |
| Every Director is required to submit with the Company a fresh MBP-1, whenever there is change in his interest from the earlier given MBP-1. | |||||
| 2. | Receipt of DIR- 8 | 164(2) 143(3)(g) | Form
DIR – 8 |
Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification. | |
| 3. | Half Yearly Return | Section 405 | MSME-1 | Delay in the Payment to MSME Vendor: Company have to file this return half-yearly in respect of pending payments to the MSME vendors as at end of half -year. (only for payment pending for period more than half year)
|
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| 4. | Yearly Return (June) | Section 73 Rule 16 | E-form
DPT-3 |
Return of Deposit: Company is required to file this form every year on or before 30th June in respect of return of Deposit and Particulars not considered as Deposit as on 31st March. | |
| QUARTER – II – JULY TO SEPTEMBER | |||||
| 5. | Approval of Financial Statement | 134 | Preparation and Approval of Financial Statement. The auditors’ report shall be attached to every financial statement | ||
| 6. | Directors’ Report | 134 | Directors Report shall be prepared by mentioning all the information required for OPC under Rule 8A of Section 134 (Abridged Directors’ Report) | ||
| 7. | Annual Form – Annual Return | 92 | E-form:
MGT-7 |
Annual Return: An OPC will file its Annual Return within 60 (Sixty days) days from 180 days from the closure of the financial year i.e. 26th November.
Annual Return will be for the period from 1st April to 31st March. |
|
| 8. | Annual Form – Financial Statement | 137 | E-form:
AOC-4 |
Financial Statement: Company is required to file its Balance Sheet along with the Statement of Profit and Loss Account, Directors Report and Auditors’ Report in this form within 180 (one hundred eighty days) from the closure of the financial year i.e. 27th September. | |
| Attachment:
Balance Sheet, Statement of Profit& Loss Account, Directors Report, Auditors’ Report. |
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| 9. | Annual Form | Rule 12A | DIR-3 KYC | KYC of Directors: All the Directors of company shall file this form on or before 30th September every year for all the Directors of the Company. | |
| QUARTER – III – OCTOBER TO DECEMBER
There is no mandatory compliance for this quarter. |
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| QUARTER – IV – JANUARY TO MARCH
There is no mandatory compliance for this quarter. |
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| 10. | Board Meetings | 173 | A One Person Company may conduct at least one meeting of the Board of Directors in each half of a calendar year and the gap between the two meetings shall not be less than ninety days.
(If a company holds only 2 (Two) Board Meetings in a Financial year then minimum gap between the meetings should be 90 (Ninety) days. But if a company hold more then 2 (two) Board Meetings then gap may be less than 90 (Ninety) days |
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| 11. | Statutory Register | 88 and other | Company will maintain the following mandatory Registers:
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| 12. | Appointment of Auditor | 139 | E-form
ADT-1 |
The Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for a 5-year appointment. | |
| Above mentioned 12 (Twelve) Compliances are mandatory annual compliances for the One Person Company.
Except above 12 (Twelve), there may be event-based compliances for the One Person Company. |
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Conclusion: The article captures the journey of One Person Companies in terms of compliance, tracing the shifts from the initial enactment of the Companies Act, 2013, to the most recent amendments. By highlighting the key facets and benefits of OPCs, this commentary offers valuable insights into the evolving regulatory framework, aiding readers in understanding the current landscape of OPC compliance requirements.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
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