What are the mandatory compliances for an OPC in India?

One Person Companies (OPCs) have fewer compliance requirements compared to other company structures, but several annual compliances remain mandatory. These include: filing the annual return using Form MGT-7A within 60 days of 27th September (the six-month mark from financial year-end); filing audited financial statements using Form AOC-4 within 180 days of the financial year-end (by 27th September for FY ending 31st March); maintaining statutory registers as mandated by the Companies Act, 2013 (Register of Members, Directors, Share Certificates); filing income tax returns by the applicable due date (30th September for businesses, 31st October if tax audit applies); and completing Director KYC using Form DIR-3 KYC by 30th September of the next financial year.

What happens if an OPC does not comply with its regulatory obligations in India?

Non-compliance with OPC regulations can result in financial penalties and legal consequences. Late filing of Form AOC-4 or MGT-7A attracts a penalty of Rs. 100 per day of default for the company and its officers. In serious cases, the company can be struck off from the Registrar of Companies register under Section 248 of the Companies Act, 2013, and directors can be disqualified under Section 164(2). Repeated or prolonged defaults can also lead to prosecution under the relevant provisions of the Act.

How many board meetings does an OPC need to hold every year?

An OPC must hold at least one board meeting in each half of the calendar year, with a minimum gap of 90 days between the two meetings, as required under Section 173 of the Companies Act, 2013. However, if there is only one director on the board, no board meeting is required at all. In that case, the sole director simply records resolutions in the minutes book, signs and dates them, and the date of signing is treated as the date of the board meeting under Section 122(4).

Is an OPC required to hold an Annual General Meeting (AGM)?

No. An OPC is fully exempt from holding an Annual General Meeting under Section 96(1) of the Companies Act, 2013. Instead, any matter that would ordinarily require a resolution at an AGM is transacted by the sole member communicating the resolution to the company, entering it in the minutes book under Section 118, and signing and dating it. The date of signing is treated as the date of the meeting for all purposes under the Act, as provided in Section 122(3).

Is there a minimum capital requirement to incorporate an OPC?

There is no minimum paid-up capital requirement to set up an OPC. The minimum authorised capital is Rs. 1 lakh, but there is no requirement for a minimum paid-up capital. This makes the OPC structure accessible to entrepreneurs starting with limited funds.

Can an OPC convert into a Private Limited Company?

Yes. Following the Companies (Incorporation) Second Amendment Rules, 2021, the mandatory conversion thresholds of Rs. 50 lakh paid-up capital and Rs. 2 crore average annual turnover have been deleted, and the 2-year lock-in period for voluntary conversion has also been removed. An OPC can now convert into a Private Limited Company at any time. The process requires passing a special resolution, appointing at least one additional director and member, filing Form MGT-14 within 30 days of the resolution, and filing Form INC-6 within 30 days of MGT-14. Form INC-5 (previously required for mandatory conversion) has been deleted and is no longer needed.

What are the benefits of maintaining compliance for a One Person Company?

Maintaining OPC compliance offers several practical advantages: it builds credibility with banks, investors, and clients; it keeps the company's active status with the government intact, preventing operational disruptions; it ensures accurate financial records that reduce the risk of penalties; it makes it easier to access loans and credit facilities; and it protects the director from personal disqualification. Compliant OPCs are also better positioned for conversion to a Private Limited Company when they are ready to raise external funding.

Where can I find the latest updates on OPC compliance requirements in India?

The Ministry of Corporate Affairs (MCA) website at https://www.mca.gov.in is the authoritative source for updates on OPC compliance and company law in India. The Income Tax Department portal at https://www.incometaxindia.gov.in covers tax return deadlines. The GSTN portal at https://www.gst.gov.in covers GST obligations. Checking these sources or engaging a qualified Company Secretary or Chartered Accountant is recommended for staying current with regulatory changes.

Does an OPC need to appoint a Chartered Accountant or Company Secretary for compliance?

A Chartered Accountant is mandatory for the statutory audit of the OPC's financial statements every year under Section 139 of the Companies Act, 2013. For filing the annual return under Form MGT-7A, an OPC director can sign the return directly without a company secretary, as provided by the proviso to Section 92(1). However, engaging a professional for ROC filings, tax returns, and monitoring compliance deadlines is strongly advisable to avoid penalties from missed or incorrect filings.

What are the recent changes in OPC compliance requirements in India?

The most significant change is the Companies (Incorporation) Second Amendment Rules, 2021, which removed the mandatory conversion thresholds (Rs. 50 lakh paid-up capital and Rs. 2 crore turnover) and the 2-year lock-in for voluntary conversion. From FY 2021-22, Form MGT-7A replaced Form MGT-7 as the annual return form for OPCs. The Income Tax Act 2025 updated the tax audit due date; OPCs subject to a tax audit under Section 44AB now file their ITR by 31st October instead of 30th September.

Is an OPC required to keep its MCA Master Data updated?

Yes. While it is not a standalone annual filing, OPCs must keep their MCA Master Data current at all times. Any changes in registered office address, director details, email IDs, or share capital must be updated on the MCA portal through the appropriate forms. Outdated master data means the OPC may miss official ROC notices, which can result in unnoticed defaults escalating into penalties or strike-off proceedings.

Does an OPC need to deduct TDS?

Yes, if the OPC makes payments that cross the prescribed thresholds under the TDS provisions of the Income Tax Act. The size of the OPC does not create an exemption. If the OPC pays salary, professional or technical fees above Rs. 30,000 per year under Section 194J, rent above Rs. 2.4 lakh per year under Section 194I, or contractor payments above Rs. 30,000 per transaction under Section 194C, TDS must be deducted. The OPC must hold a TAN, deduct TDS at source, deposit it by the 7th of the following month, and file quarterly returns in Form 24Q or Form 26Q. Failure to deduct results in disallowance of the expenditure under Section 40(a)(ia) of the Income Tax Act, plus interest under Section 201(1A) and a penalty under Section 271C.

Is Professional Tax applicable to an OPC?

Professional Tax applies to OPCs in states that levy it, provided the OPC has employees on payroll. Applicable states include Maharashtra, Karnataka, West Bengal, Gujarat, and Madhya Pradesh, among others. The OPC must obtain an Enrollment Certificate (for the director) and a Registration Certificate (for employees) from the respective state authority. Filing frequency varies by state: monthly in Maharashtra and Karnataka, annual in Gujarat. The director or sole member may also be separately liable for Professional Tax as an individual in the applicable state.

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Home > Compliance > Compliances For One Person Company (OPC) in India- Complete List

Compliances For One Person Company (OPC) in India- Complete List

Written By

Sanmita Poojari

Published on

May 18,
2026

Last updated on

May 18, 2026
18:25

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Compliances For One Person Company (OPC) in India- Complete List

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May 18,
2026

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May 18, 2026
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Compliances For One Person Company (OPC) in India- Complete List

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Published on

May 18,2026

Last updated on

May 18, 202618:25

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May 18,
2026

May 18, 2026
18:25