One Person Company (OPC) ROC Annual Compliance
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One Person Company is the most popular form of starting a business, there are various compliances which are required to be followed once your business is incorporated. Mandatory compliances like declaration of commencement of Business, Annual return, Board meetings, annual general meeting and others.
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Outline
Mandatory Annual Compliances
First Board Meeting
The first meeting of board should be held within 30 days of Company incorporation under Companies Act, 2013. After the first Board Meeting, the Board must meet at least four times in a financial year or once in quarter, with a gap of a maximum of 120 days between two meetings. For this meeting, each director of the Board must be notified via a notice seven days before the meeting. A minimum of 2 or ⅓ of the total number of directors must attend the Board Meeting, and the minutes of the meeting must be recorded and maintained at the registered office of the
company.
Appointment of Auditor (ADT-1)
First auditor of the Company appointed within 30 days of incorporation of Company.The first auditor shall hold office till the conclusion of 1st Annual General Meeting.
Declaration of Commencement of Business (INC-20A)
It is declaration that all the subscribers to the MOA have remitted the total value of the shares agreed to be taken by them in the Companies Bank Account.It is filed within 180 days of incorporation of business.
Conduct Annual General Meeting
Every Company, other than One Person Company (OPC), must hold a general meeting in each year apart from other meetings as Annual General Meeting (AGM).The first Annual General Meeting shall be held within nine months from the closing of the first financial year of the company. In other cases, it shall be within six months from the closing of the financial year. A notice of 21 days has to be sent to all members.
Filing of Annual Return (MGT-7)
Every Private Limited Company is expected to file its Annual Return containing the particulars as they stood on the close of the financial year within 60 days of holding of Annual General Meeting.
Filing of Financial Statements (AOC-4)
Every private Limited Company is expected to file its ‘Balance Sheet’ along with a statement of ‘Profit and Loss Account’ and ‘Director Report’ in this Form in 30 days of holding of Annual General Meeting.
Statutory Audit of Accounts
Every company should prepare its Accounts and get the exact audited by a Professionals/Chartered Accountant at the end of the Financial Year mandatorily. The Auditor should provide an Audit Report and the Audited Financial Statements to file it with the Registrar.
Directors KYC (DIR-3 KYC/Web DIR-3 KYC)
Every person who holds DIN/DPIN as on 31st March of the financial year, he has to submit Form DIR-3-KYC or DIR-3 KYC-WEB for the said financial year on or before 30th September of the immediate next financial year.
Documents required for annual filing of Private Limited Company
1.Incorporation Certificate
- PAN Card
- Certificate of Incorporation
- MoA – AoA of Private Company
2.Audited Financial Statements.
3.An independent auditor must audit financial Statements.
4.Audit Report & Board Report
5.Independent auditor’s report and Board report must be concerned.
6.DSC of Director (Accurate and active DSC of one of the directors must be provided)
Benefits of Annual Compliance
- Avoid monetary penalties
- Build trust & brand loyalty
- Better visibility of operations
- Avoid any legal implications.
- Maintain credibility in the market
Frequently Asked Questions
In relation to One Person Company (OPC) and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
OPC is mandatorily required to get its books of accounts audited from a Chartered Accountant, as by any other limited company. However, provision relating to rotation of auditor is not applicable to OPC
Though, if the paid-up share capital exceeds rupees 50 lakhs or if its average turnovers exceed INR 2 crores then within two months, the OPC could convert into a private limited company. OPC has to communicate voluntary conversion to a registrar of companies in form INC 5 within sixty days.
There is a minimum requirement of minimum one director and a maximum of 15. The member and the director can be the same person or different persons. Generally, the director will be paid remuneration and the profit part goes to the member.
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