ROC Compliance for One Person Company in India

ROC Compliance for One Person Company in India

ROC Compliance for One Person Company in India begins soon after incorporation and continues throughout the life of the company.

A One Person Company, commonly referred to as an OPC, is a company incorporated under the Companies Act, 2013 with a single member. An OPC provides a separate legal identity and limited-liability corporate structure while allowing an eligible individual to own the company as its sole member.

Although an OPC enjoys certain compliance relaxations compared with other companies, it is still required to maintain books of account, prepare financial statements, appoint a statutory auditor, complete annual ROC filings, file its income-tax return and comply with other applicable tax and regulatory requirements.

This guide explains the major post-incorporation, annual, ROC, tax and event-based compliances generally applicable to a One Person Company in India.

Businesses still deciding whether OPC or another entity is suitable may first review our Types of Business Structures in India guide.

OPC Compliance in India – Quick Checklist

Compliance	Form / Requirement	General Timeline / Frequency
First Statutory Auditor	Appointment by Board	Generally within 30 days of incorporation
Commencement of Business	INC-20A, where applicable	Generally within 180 days of incorporation
Board Meetings	Section 173 compliance	Special OPC provisions apply
Books of Account	Statutory accounting records	Continuous
Statutory Audit	Annual audit	Every financial year
Financial Statements	AOC-4 / applicable form	Generally within 180 days from close of financial year for OPC
Annual Return	MGT-7A	Annual, within prescribed statutory timeline
Income-tax Return	ITR-6, generally	Within applicable Income-tax due date
Director KYC	DIR-3 KYC / applicable process	Annually, where applicable
GST / TDS / Payroll	Applicable returns and payments	Monthly, quarterly or annual depending on applicability
Event-Based ROC Filing	Applicable MCA form	Whenever prescribed corporate event occurs

The exact compliance requirements may vary according to the OPC’s activities, turnover, transactions, employees, GST status, borrowings and other circumstances.

What is a One Person Company?

A One Person Company is a company with only one person as its member.

It is incorporated under the Companies Act, 2013 and has a legal identity separate from its sole member.

An OPC can therefore:

• Own assets in its own name;
• Enter into contracts;
• Open bank accounts;
• Employ personnel;
• Borrow funds subject to applicable law;
• Issue invoices;
• Own intellectual property; and
• Carry on permitted business activities.

The statutory framework governing companies is available through the Companies Act, 2013 on India Code.

Does an OPC Have Lower Compliance Than a Private Limited Company?

Yes, an OPC enjoys certain procedural relaxations because it has only one member.

For example, the Companies Act provides special provisions for:

• General meeting requirements;
• Board procedures where there is only one director;
• Annual return format;
• Signing of financial statements;
• Cash flow statement requirements; and
• Certain meeting-related compliances.

However, an OPC should not be treated as a compliance-free entity.

It remains an incorporated company and generally has statutory obligations relating to accounting, audit, financial statements, ROC filings, income tax and other applicable laws.

Post-Incorporation Compliance for OPC

1. Opening of Bank Account

After incorporation, the OPC should complete its bank account formalities and maintain all business transactions through the company’s banking arrangements.

The company and its member are legally separate, so business and personal transactions should be properly distinguished.

2. Deposit of Share Subscription Money

The subscriber/member should contribute the agreed subscription amount in accordance with the incorporation documents.

The company should maintain proper evidence of receipt of share subscription money.

3. Commencement of Business – INC-20A

An OPC having share capital and covered by Section 10A of the Companies Act is generally required to file the prescribed commencement-of-business declaration in Form INC-20A within 180 days from incorporation.

The declaration is an important post-incorporation compliance and should be completed before undertaking activities restricted by Section 10A.

4. Appointment of First Auditor

The first statutory auditor of a non-Government OPC is generally required to be appointed by the Board within 30 days from the date of incorporation.

Statutory audit applies to an OPC under the Companies Act even where the company’s turnover is relatively small.

5. Issue of Share Certificate

The company should complete the applicable formalities for issue of the share certificate to its member within the prescribed statutory period.

The Register of Members and other relevant corporate records should also be maintained.

6. Statutory Registers

An OPC should maintain the statutory registers and corporate records applicable to it.

These may include records relating to:

• Member;
• Director or directors;
• Shareholding;
• Charges, where applicable;
• Contracts and arrangements, where applicable;
• Board decisions;
• Financial statements; and
• Other prescribed corporate matters.

Board Meeting Requirements for One Person Company

An OPC enjoys a special Board-meeting framework under the Companies Act.

OPC Having More Than One Director

Where an OPC has more than one director, it is generally treated as complying with the Board-meeting requirement if at least one Board Meeting is conducted in each half of the calendar year and the gap between the two meetings is not less than 90 days.

This means the company should plan its Board Meetings carefully during the year rather than applying the normal four-meeting framework applicable to many other companies.

OPC Having Only One Director

Where an OPC has only one director, the special Board Meeting and quorum requirements under Sections 173(5) and 174 do not apply in the same manner.

Where any business is required to be transacted by the Board, the decision may generally be recorded in the minutes book, signed and dated by the sole director in accordance with the applicable provisions.

Does an OPC Need to Hold an Annual General Meeting?

No. An OPC does not follow the normal Annual General Meeting framework applicable to companies having multiple members.

Where business would ordinarily be required to be transacted at a general meeting, the sole member can communicate the resolution to the company, and the resolution is entered in the minutes book and signed and dated by the member in accordance with the Companies Act.

This is one of the significant procedural relaxations available to an OPC.

Books of Account for OPC

An OPC is required to maintain proper books of account and supporting records reflecting its financial transactions and financial position.

Depending upon the business, accounting records may include:

• Sales invoices;
• Purchase invoices;
• Bank statements;
• Expense vouchers;
• Fixed asset records;
• Loan records;
• Payroll records;
• GST records;
• TDS records; and
• Other supporting documents.

Businesses requiring ongoing accounting support can review our Accounting and Bookkeeping Services in India.

Financial Statements of One Person Company

An OPC is required to prepare annual financial statements in accordance with the Companies Act and applicable accounting requirements.

Depending upon applicability, the financial statements generally include:

• Balance Sheet;
• Statement of Profit and Loss;
• Notes to Accounts; and
• Other applicable statements and disclosures.

Is Cash Flow Statement Required for OPC?

An OPC generally enjoys an exemption from including a cash flow statement as part of its financial statements under the Companies Act.

However, the company should still prepare all other financial statements and disclosures applicable to its circumstances.

Who Signs Financial Statements of an OPC?

In the case of an OPC, the financial statements may be signed on behalf of the Board by one director in accordance with the Companies Act.

Statutory Audit of One Person Company

A One Person Company is generally required to have its annual financial statements audited by a statutory auditor under the Companies Act.

This requirement is separate from tax-audit thresholds under the Income-tax Act.

Accordingly, an OPC may require statutory audit under company law even where tax audit under Section 44AB of the Income-tax Act is not applicable.

Companies requiring audit assistance can review our Audit and Assurance Services in India.

Filing of Financial Statements – AOC-4 for OPC

An OPC is required to file its financial statements with the Registrar of Companies through Form AOC-4 or the applicable prescribed form.

For an OPC, the Companies Act provides a special filing timeline, and financial statements are generally required to be filed within 180 days from the closure of the financial year.

The filing may include:

• Financial statements;
• Auditor’s Report;
• Board’s Report;
• Notes and disclosures; and
• Other applicable attachments.

Annual Return of OPC – Form MGT-7A

An OPC is required to file an annual return with the Registrar of Companies.

The prescribed abridged annual return for a One Person Company is generally filed in Form MGT-7A.

The annual return contains prescribed information relating to matters such as:

• Registered office;
• Principal business activities;
• Member;
• Director or directors;
• Share capital;
• Corporate particulars;
• Meetings and decisions, where applicable;
• Penalties or compounding matters, where applicable; and
• Other prescribed information.

Who Signs the Annual Return of an OPC?

The annual return of an OPC is signed in accordance with the special provisions applicable to One Person Companies.

Where a company secretary is appointed, the annual return may be signed by the company secretary. Where there is no company secretary, it can generally be signed by the director as prescribed under the Companies Act.

Board’s Report for OPC

An OPC is required to prepare the applicable Board’s Report along with its annual financial statements.

The reporting requirements may be subject to exemptions, abridged requirements or specific provisions applicable to OPCs and smaller companies.

The company should ensure that the Board’s Report is prepared based on the current statutory requirements applicable for the relevant financial year.

Director KYC Compliance

Where the director of an OPC holds a DIN, the applicable annual Director KYC requirements should be completed within the prescribed timeline.

Failure to complete applicable DIN KYC requirements may result in the DIN being marked accordingly until compliance is completed.

Income Tax Return Filing for OPC

An OPC is treated as a company for income-tax purposes.

Accordingly, it is generally required to file its income-tax return in Form ITR-6, subject to the applicable Income-tax provisions.

The due date should be determined for the relevant assessment year because statutory due dates may differ depending upon audit requirements, transfer pricing applicability and any extension notified by the Government.

The current income-tax filing system can be accessed through the Income Tax e-Filing Portal.

Tax Audit for OPC

Tax audit under Section 44AB of the Income-tax Act is separate from statutory audit under the Companies Act.

Tax audit applies where the prescribed conditions and thresholds under the Income-tax Act are satisfied.

Therefore:

• Statutory audit under company law may be mandatory for the OPC; while
• Tax audit applies only where the relevant Income-tax conditions are met.

TDS Compliance for OPC

An OPC may be required to deduct tax at source where payments fall within applicable TDS provisions.

Depending upon the company’s transactions, this can include payments such as:

• Salary;
• Professional fees;
• Contract payments;
• Rent;
• Interest;
• Commission; and
• Other payments covered by applicable TDS provisions.

The company should deduct, deposit and report TDS within the prescribed timelines wherever applicable.

GST Compliance for OPC

GST registration is not automatically compulsory merely because the entity is an OPC.

GST applicability depends upon factors such as:

• Turnover;
• Nature of supplies;
• Place of supply;
• Inter-State transactions;
• E-commerce activities; and
• Other compulsory-registration provisions.

Where GST registration is applicable, the OPC must complete the relevant GST return, payment, invoice and record-keeping requirements.

GST services and guidance are available through our GST and Indirect Tax Services in India.

The official GST portal is available at GST Portal.

PF, ESI and Payroll Compliance for OPC

Where the OPC employs personnel, additional labour and payroll compliance may apply depending upon employee strength, salary levels, location and other statutory conditions.

These may include:

• Payroll processing;
• Provident Fund;
• Employee State Insurance;
• Professional Tax, where applicable;
• Labour welfare requirements;
• Salary TDS; and
• Other employment-related compliances.

Other Periodic ROC Compliances That May Apply to OPC

Depending upon the company’s transactions and financial position, additional MCA filings may apply.

DPT-3

An OPC having outstanding amounts or transactions falling within the applicable deposit-reporting provisions should examine whether Form DPT-3 is required.

MSME-1

Where applicable, an OPC having outstanding dues to qualifying Micro or Small Enterprises beyond the prescribed period may have MSME-1 reporting obligations.

Charge Filings

Where the company creates, modifies or satisfies a charge over its assets, the applicable ROC charge forms may need to be filed.

Registered Office Changes

A change in registered office may require Board approval and filing of the applicable MCA form depending upon the nature of the change.

Event-Based ROC Compliance for OPC

Apart from annual compliance, an OPC may need to make ROC filings whenever specified corporate events occur.

Examples include:

• Change in director;
• Change in registered office;
• Change in nominee;
• Increase in authorised share capital;
• Issue or alteration of share capital;
• Creation or satisfaction of charge;
• Change in company name;
• Alteration of MOA or AOA;
• Change in auditor;
• Borrowings requiring corporate approval;
• Related-party matters, where applicable; and
• Conversion of OPC into another class of company.

Many event-based ROC forms have short statutory filing timelines, so the compliance implications should ideally be reviewed before implementing the transaction.

Nominee Compliance in One Person Company

An OPC has a nominee framework because it has only one member.

The nominee is intended to step into the membership position in the circumstances prescribed under the Companies Act and applicable rules.

Changes relating to nomination, withdrawal of consent or appointment of another nominee should be properly documented and filed with the Registrar through the applicable form within the prescribed timeline.

Conversion of OPC into Private or Public Company

An OPC may be converted into another class of company in accordance with the Companies Act and applicable rules.

The process may involve:

• Increasing the number of members;
• Increasing the number of directors;
• Alteration of MOA and AOA;
• Member approval;
• ROC filings; and
• Other consequential corporate changes.

The commercial and tax implications should be reviewed before conversion.

Does OPC Compliance Apply Even When There is No Business?

Yes. Merely having NIL turnover or no substantial business activity does not automatically eliminate an OPC’s corporate compliance requirements.

Until the company is formally closed or otherwise dealt with under the Companies Act, it may continue to have obligations relating to:

• Books of account;
• Financial statements;
• Statutory audit;
• AOC-4 filing;
• MGT-7A filing;
• Income-tax return;
• Director KYC;
• Corporate records; and
• Other applicable statutory requirements.

ROC Compliance vs Tax Compliance for OPC

ROC compliance and tax compliance are separate.

ROC / Companies Act compliance generally includes:

• Corporate records;
• Board decisions;
• Statutory auditor;
• Financial statements;
• AOC-4;
• MGT-7A;
• Director filings; and
• Event-based MCA forms.

Tax and other regulatory compliance may include:

• Income-tax return;
• TDS;
• Advance tax;
• Tax audit where applicable;
• GST where applicable;
• PF and ESI;
• Professional Tax; and
• Other industry-specific requirements.

Completing annual ROC filings therefore does not mean that all tax and regulatory compliances have automatically been completed.

Consequences of Non-Compliance by OPC

Failure to complete prescribed compliance within the applicable timeline may result in:

• Additional filing fees;
• Monetary penalties;
• Penalties on the company or officer in default;
• Inactive or non-compliant corporate records;
• Problems during bank financing;
• Issues during due diligence;
• Difficulties in restructuring or closure; and
• Other consequences depending upon the nature of the default.

Maintaining an annual compliance calendar is therefore important even for an OPC with limited operations.

Annual Compliance Calendar for OPC

A One Person Company should maintain a compliance calendar covering at least:

• Board Meeting requirements, where applicable;
• Accounting closure;
• Statutory audit;
• Preparation and approval of financial statements;
• AOC-4 filing;
• MGT-7A filing;
• Director KYC;
• Income-tax return;
• TDS returns;
• GST returns, where applicable;
• Payroll compliance;
• DPT-3, where applicable;
• MSME-1, where applicable; and
• Event-based ROC filings.

OPC vs Private Limited Company – Compliance Difference

An OPC and Private Limited Company are both incorporated companies, but an OPC receives certain compliance relaxations due to its single-member structure.

Particular	OPC	Private Limited Company
Minimum Members	1	2
AGM	Normal AGM framework not applicable	Generally applicable
Board Meetings	Special relaxation; single-director OPC receives further exemption	Normal Companies Act meeting requirements apply
Annual Return	MGT-7A	MGT-7 / MGT-7A depending on classification
Cash Flow Statement	Generally exempt	Depends upon applicable company classification
Statutory Audit	Generally mandatory	Generally mandatory
ROC Filing	Required	Required

For a detailed comparison of broader business structures, see our Types of Business Structures in India guide.

Frequently Asked Questions

Is annual ROC filing compulsory for an OPC?

Yes. An OPC is required to complete applicable annual ROC filings even though it has only one member.

Which annual return form is filed by an OPC?

An OPC generally files its annual return in Form MGT-7A.

Which form is used to file OPC financial statements?

Financial statements are generally filed through Form AOC-4 or the applicable prescribed financial-statement form.

Does an OPC need an AGM?

No. An OPC does not follow the normal AGM framework applicable to companies with multiple members. Prescribed member decisions are instead recorded in accordance with the special provisions applicable to OPCs.

How many Board Meetings are required for an OPC?

Where an OPC has more than one director, the special rule generally requires at least one Board Meeting in each half of the calendar year with a gap of not less than 90 days between the meetings. Where the OPC has only one director, the special Board Meeting requirement does not apply in the same manner.

Is statutory audit compulsory for an OPC?

Yes. An OPC is generally required to have its financial statements audited annually under the Companies Act.

Is cash flow statement compulsory for OPC?

An OPC generally enjoys an exemption from including a cash flow statement as part of its financial statements under the Companies Act.

Does an OPC have to file an income-tax return?

Yes. An OPC is a company for income-tax purposes and is generally required to file its income-tax return in Form ITR-6 within the applicable due date.

Does an OPC require GST registration?

Not automatically. GST registration depends upon turnover, nature of supplies and other applicable provisions of GST law.

Is INC-20A applicable to OPC?

Where the OPC has share capital and falls within Section 10A requirements, the prescribed commencement-of-business declaration is generally required.

Does an OPC need to maintain books even if turnover is NIL?

Yes. An OPC generally continues to have accounting, audit and corporate compliance obligations even where business activity or turnover is NIL.

Can an OPC be converted into a Private Limited Company?

Yes. An OPC may be converted into another class of company subject to the applicable Companies Act provisions, rules and ROC procedures.

Need Help With OPC Compliance?

Although a One Person Company receives certain compliance relaxations, it continues to have significant accounting, audit, ROC and tax obligations.

EzyBiz India Consulting LLP assists businesses with annual ROC filings, financial statements, statutory audit coordination, income-tax compliance, GST, TDS and event-based corporate filings.

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• Company Registration in India
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• Tax and Regulatory Advisory Services in India

Reviewed By

CA Anil Agrawal
Founder, EzyBiz India Consulting LLP

Chartered Accountant with over 20 years of professional experience in company incorporation, ROC compliance, taxation, accounting, audit and regulatory advisory services for Indian and international businesses.

Last Updated: September 2026

Disclaimer

The information provided on this page is for general informational purposes only and should not be treated as legal, tax, accounting or regulatory advice. OPC compliance requirements, MCA forms, filing timelines, tax provisions, audit requirements, exemptions and regulatory procedures may change from time to time and may vary according to the company’s activities, turnover, transactions, directors and other circumstances. Professional advice should be obtained based on the specific facts of each OPC before taking any action.