One Person Company (OPC) is a unique business structure allowing individuals to enjoy the benefits of limited liability while maintaining full control. This article provides a comprehensive guide on the annual filing requirements for OPCs under the Companies Act, 2013.
Understanding OPC Annual Filing:
As per provisions of section 2(62) of the Companies Act, 2013, “One Person Company” means a company which has only one person as a member. One Person Company (OPC) is a type of private company in which there is only one member with limited liabilities who can act both as a shareholder as well as director. It is a type of business structure that allows a single individual to start and operate a company as a separate legal entity. It is a concept introduced to provide entrepreneurs with the benefits of limited liability while allowing them to maintain full control and ownership of their businesses.
Like any other company, OPCs are required to comply with annual filing and reporting requirements, such as filing financial statements and tax returns. However, the amount of compliances are fewer in case of OPC as compared to private limited company or public limited company.
Forms for OPC Annual Filing:
The annual filing of an OPC includes the following forms:
1. Form AOC-4
2. Form MGT-7A
Form AOC-4
1. It is the financial statement (including balance sheet, profit & loss account and other financial information) of the OPC.
2. It is required to be filed within 180 days from the end of financial year.
3. The due date for filing form AOC-4 is 27th September every year.
4. In case of default, an additional fee of Rs.100 per day is to be paid.
5. Attachments:
a)Financial statement
b) Abridged director’s report (as per Rule 8A of Companies (Accounts) Amendment Rules, 2018).
Form MGT-7A
1. It is the abridged annual return of the OPC.
2. It is required to be filed within 60 days from the date of AGM or in case no AGM is held, the due date of AGM (read notes for further clarification).
3. The due date for filing form MGT-7A is 26th November every year.
4. In case of default, an additional fee of Rs.100 per day is to be paid.
5. Attachments:
a) List of directors
b) List of shareholders
NOTES:
- Since OPC has only one member, it is exempted from holding an AGM. However, in case you want to conduct an AGM voluntarily, you are required to conduct the same before the due date of return i.e. 27th September.
- Due date of AGM: If we read provisions of section 122 and section 92 altogether then we will get the meaning of it.
As per section 122
“It shall be sufficient for the OPC to enter in the minutes-book the decision of the member with sign and date by the member and such date shall be deemed to be the date of the meeting for all the purposes under the Companies Act.”
As per section 92
“Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held.”
Now we can understand that as per Section 122 “the date on which decision of member is entered in the minute book and signed by the member, shall be deemed to be the date of the meeting for all the purposes.”
If we interpret this provision then “all purposes under the Companies Act includes Section 92 also”. Hence, OPC shall file its annual return within sixty days from the date on which it has entered the decision of the member in the minute book and signed by the member. However, in any case, the due date of AGM cannot be later than the due date of filing of financial statements.
Conclusion:
Annual filing for One Person Companies is essential to ensure compliance with legal requirements. While OPCs enjoy certain exemptions, understanding the filing process, deadlines, and nuances is crucial. Adhering to these obligations not only maintains limited liability but also fosters transparency and good corporate governance.
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Disclaimer: This article is for informational purposes and not a solicitation in any form.
For further clarification, please contact the author at 9953808432 or via email at [email protected]. The author is the founder of SINGHANIA & ASSOCIATES, a Practicing Company Secretaries Firm based in Delhi.
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VERY CLEAR AND INFORMATIVE POST. THANKS