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How does an OPC handle legal and regulatory compliance?

Compliance with the Companies Act, 2013

  • An OPC is governed under the Companies Act, 2013, and must follow rules applicable to private limited companies with specific exemptions.
  • It must maintain a registered office, a valid Memorandum and Articles of Association (MoA and AoA), and comply with Section 2(62) of the Act.
  • The OPC must have at least one director and one nominee, both of whom must be Indian citizens and residents.
  • All corporate actions, such as changes in structure, nominee, or capital, must be properly documented and reported to the Registrar of Companies (RoC).
  • Written resolutions and approvals are required even without board or general meetings.

Filing and Reporting Requirements

  • OPCs must file:
    • Form AOC-4 for audited financial statements annually.
    • Form MGT-7A for annual return within prescribed timelines.
    • Form INC-22, DIR-12, or PAS-3 for changes in address, directors, or capital, respectively.
  • These forms must be digitally signed using a Digital Signature Certificate (DSC) and submitted via the MCA21 portal.
  • Delayed or incorrect filings attract late fees, penalties, and disqualification of the director.

Tax Compliance and Audits

  • OPCs are required to file income tax returns (ITR-6) annually, regardless of profit or loss.
  • If turnover or salary thresholds are met, TDS must be deducted and remitted, with quarterly TDS returns filed accordingly.
  • If applicable, GST registration and returns must also be maintained.
  • A statutory audit is compulsory, and the auditor’s report must be attached to financial filings.
  • Books of accounts must be maintained for at least eight years and kept at the registered office.

Regulatory and Sector-Specific Approvals

  • Depending on the nature of the business, OPCs may require trade licenses, professional tax registration, FSSAI license, or local municipal permits.
  • If the company operates in a regulated sector (e.g., education, health, finance), approvals from sector-specific regulators may be required.
  • Complying with labour laws, such as EPF and ESI, is mandatory if the employee count exceeds the thresholds.
  • Any investment activity must remain incidental; OPCs cannot engage in NBFC or financial investment businesses.

Record-Keeping and Governance

  • OPCs must maintain:
    • Statutory registers (e.g., Register of Members, Directors)
    • Books of account and financial records
    • Copies of board resolutions and legal agreements
  • All records must be updated, organized, and accessible for inspection or audit.
  • The sole director must ensure that all compliance tasks are completed timely manner, with or without professional assistance.
  • Regular review of compliance status helps avoid legal disputes, fines, and regulatory action.

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