One Person Company Annual Compliances
One Person Company Annual Compliances
One Person Company Annual Compliances:
The idea of one Person Company for the corporate laws is a revolutionary idea introduced by the Companies Act 2013. Earlier in the old company Act 1956, where a minimum of two directors and shareholders were required. Whereas now the company can be formed with only one person as a director and shareholder. However, as soon as you register a One Person Company, it needs to comply with mandatory compliance as required by ROC. So in this article, we have discussed Mandatory compliance calendar for OPC.
What is one person company?
Section 2(62) of the Companies Act defines a one person company as a company that has only one person as to its members. Furthermore, members of a company are nothing but subscribers to its memorandum of association, or its shareholders. So, an OPC is effectively a company that has only one shareholder as its member.
What is Compliances and Annual Filing in a One Person Company?
A One Person Company, like any other business entity, has to comply with certain guidelines as prescribed by relevant laws and needs to file an annual returns.
- Obtaining Corporate Stationery
After you successfully incorporate your One Person Company, you would need certain items that you would need for effectively running the company.
====== Some of the necessary items that you would need are as follows:
- Name Board: All companies, including an OPC, is required to affix the name of the company and address of its registered office outside every office or place in which it carries on business.
- Company Rubber Stamp: A round rubber stamp bearing the name of the company and a straight rubber stamp bearing the name of the company along with the designation of the authorised signatory should be purchased. Company rubber stamp is required for executing various legal documents like Board Resolutions, bank account opening forms, cheques, etc.,
- Letterhead: The name and registered office address of the OPC must be printed on all letterhead, invoices, notices and other official documents of the company.
- Procuring OPC PAN
The first step that comes after the incorporation of a One Person Company is obtaining an OPC PAN. Furthermore, like any other company, an OPC also needs to have a company Permanent Account Number or PAN. You can apply for PAN online after the incorporation of your company, and receive the PAN Allotment Letter thereafter. Then, you need to get the PAN Allotment Letter signed by the company director, sealed with the company’s rubber stamp. Then you need to send it to the NSDL office through courier. Furthermore, the PAN Card will be allotted to you in about 15 days after your application has been received by the concerned officials.
- Opening OPC bank account
The process for opening a bank account for a One Person Company is relatively simple when compared to the proprietorship bank account opening. As an OPC is a corporate entity, no other additional tax registrations or documents are required to open a bank account for an OPC. As per the KYC norms prescribed by the Reserve Bank of India, the following are the documents required to open a current account in the name of your OPC;
- Self-attested copies of OPC Certificate of incorporation
- Memorandum of Association of OPC
- Articles of Association of OPC
- Resolution to open a bank account for company
- Copy of PAN allotment letter;
- Copy of the telephone bill;
- Identity proof of the director
—-Documents submitted for opening of the bank account must be self-attested with the seal of the company. Therefore, it is important to obtain company seal and company letterhead after incorporation of the OPC.
Annual filing for One Person Company
- (MGT 7)
The Annual Return Filing for the OPC shall be filed with the Registrar of the Companies.
The annual return must be attached to Form MGT 7 filed with the ROC as an attachment
There should be a signature of Company Secretary in the annual return. If there is no Company Secretary available, then the director shall sign the return.
The annual return must be filed by all the OPC that is registered in India each year
Documents required for MGT 7:
List of the main business activities
Details of shareholding and shares
List of loans and debentures
Details of other securities as held by the company
- Appointing an Auditor
All companies are required to appoint the first auditor of the company, within 30 days of incorporation. Also, in case of OPC as well, an Auditor must be appointed by the director of the OPC for auditing the financial statements of the company.
- Holding Annual General Meeting
Every company other than a One Person Company is required to hold an Annual General Meeting each financial year with not more than 15 months elapsing between the date of one annual general meeting of a company and that of the next. However, in case the of One Person Company where there is only one director on the Board of Directors, then it is sufficient for the resolution to be passed only one Director and entered in the minutes-book. The signed and dated resolution by Director of an OPC is taken to be the meeting of the Board of Directors for all the purposes under the Companies Act . Also, a provision relating to a quorum for meetings of Board does not apply to an OPC where there is only one Director on its Board of Directors.
- Maintaining Financial Statements
All companies need to prepare and file with the ROC, the following financial statements:
A balance sheet as at the end of the financial year;
Profit and loss account;
Cash flow statement for the financial year;
Statement of changes in equity, if applicable;
Explanatory note forming part of any document.
In the case of an OPC or One Person Company small company and dormant company, the requirement for cash flow statement has been removed. So, an OPC does not need to prepare or submit a cash flow statement as a part of its financial statements.
- Compliance requirements under the Income Tax Act, 1961
One person company need to file their income tax return in Form ITR 6 for the financial year on or earlier than 30th September of the following financial year with the tax department. In other words, for the financial year 2018-19, income tax return in Form ITR 6 has to be filed on or before 30th September 2019. Furthermore, if the due date has been extended by CBDT, such extended date will be considered as the last date of filing income tax return instead of 30th September.
Additionally, along with the annual tax return filing, every OPC is required to get their accounts audited under income tax act 1961 if turnover exceeds the limit as specified in section 44AB. In addition to above compliance, a One Person Company may also require complying with TDS regulations, GST regulations, PF and ESI regulations and others based on the requirements. We suggest you consult your chartered accountant to help you with this matter.
Few of the other compliances are:
Board Meeting (Section 173):
One Director Board meeting at least to be held in every half of the calendar year and the space between the two meetings shall not be less than 90 days.
Statutory Register (Section 88 and other):
The One Person Company will maintain these mandatory registers:
Director Shareholding Register
Related Party Transaction Register
Director Report shall be made and it shall mention all the information under the Rule 8A of Section 134.