OPC Compliance Next Steps: What to Do After Incorporation
Quick Answer
> One line summary: After incorporating a One Person Company (OPC), you must complete specific compliance steps within defined timelines to avoid penalties and maintain good standing with the Registrar of Companies (ROC).
What are the first compliance steps I must take immediately after OPC incorporation?
Within 30 days of incorporation, you must file Form INC-22A (Active Company Tagging Identities and Verification) with the MCA. This form confirms the registered office address and requires supporting documents such as the utility bill and rent agreement or ownership proof. Failure to file INC-22A within 30 days results in a penalty of ₹10,000 and the company being marked as "ACTIVE non-compliant."
Additionally, within 180 days of incorporation, you must appoint a nominee for the OPC. The nominee must provide written consent in Form INC-3, which is filed with the ROC. The nominee cannot be a minor or an undischarged insolvent. If you fail to appoint a nominee within this period, the OPC may be struck off from the register.
You should also open a current bank account in the company's name. The bank will require the Certificate of Incorporation, PAN card, and Memorandum of Association (MOA). Use this account for all business transactions to maintain clear separation between personal and company finances.
When should I hold the first board meeting and what must be discussed?
The first board meeting must be held within 30 days of incorporation. At this meeting, the director (you, as the sole director) must address several mandatory items. First, adopt the company's common seal (if applicable) and approve the appointment of the first auditor. Second, confirm the registered office address and authorize the opening of the bank account.
You must also pass a resolution for the appointment of the first auditor. The auditor holds office until the conclusion of the first annual general meeting (AGM). The auditor's appointment must be filed with the ROC in Form ADT-1 within 15 days of the board meeting. If you fail to appoint an auditor, the company will be in default under Section 139 of the Companies Act, 2013.
Minutes of this board meeting must be recorded in the Minutes Book within 30 days of the meeting. The minutes should include the date, time, venue, and decisions taken. Maintain these records at the registered office for inspection.
What are the annual compliance requirements for an OPC?
An OPC must file annual returns and financial statements with the ROC every year. The financial year ends on March 31. You must file Form AOC-4 (financial statements) and Form MGT-7 (annual return) within 60 days of the AGM. Since OPCs are exempt from holding an AGM, the due date for filing is 180 days from the end of the financial year, i.e., by September 30.
The financial statements must include a balance sheet, profit and loss account, and notes to accounts. They must be audited by a Chartered Accountant unless the OPC's turnover is below ₹2 crore and paid-up capital is below ₹50 lakh. Even if exempt from audit, you must still file the financial statements.
Additionally, if the OPC has a paid-up capital exceeding ₹50 lakh or turnover exceeding ₹2 crore, it must file a copy of the financial statements with the ROC in XBRL format. Non-filing of annual returns attracts a penalty of ₹100 per day for each form, plus additional fees for late filing.
How do I handle tax compliance for my OPC?
You must obtain a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for the OPC immediately after incorporation. The PAN is required for filing income tax returns, while TAN is needed if you deduct tax at source (TDS) on payments like salary or rent.
File the income tax return for the OPC by the due date: October 31 for companies not requiring audit, and November 30 for those requiring audit. The return must be filed in Form ITR-6. If the OPC has a turnover exceeding ₹1 crore, a tax audit under Section 44AB is mandatory.
You must also deduct TDS on specified payments such as salary, rent, professional fees, and contractor payments. File TDS returns quarterly using Form 24Q (for salary) and Form 26Q (for non-salary). Late filing of TDS returns attracts a fee of ₹200 per day under Section 234E.
What happens if I fail to comply with OPC compliance requirements?
Non-compliance with OPC regulations can lead to significant penalties. For late filing of annual returns, the MCA imposes a penalty of ₹100 per day per form, plus additional fees. For example, if you file Form AOC-4 and MGT-7 six months late, the penalty would be approximately ₹36,000 (₹100 per day × 180 days × 2 forms).
The company may also be marked as "ACTIVE non-compliant" for failing to file INC-22A, which restricts the company from filing any other forms or making changes to its registered details. Persistent non-compliance can lead to the ROC striking off the company's name from the register under Section 248 of the Companies Act, 2013.
Additionally, the director may face disqualification under Section 164(2) for three years if the company fails to file financial statements or annual returns for three consecutive financial years. This disqualification applies to all directorships held by the individual.
What You Should Do Next
Review your incorporation documents and note the deadlines for INC-22A, nominee appointment, and first board meeting. If you are unsure about any step, consult a company secretary or chartered accountant who handles MCA compliance to avoid penalties.
This page provides preliminary information. It is not legal advice. For your matter, consult a qualified professional.