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.
- Form AOC-4 for audited financial statements annually.
- 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
- Statutory registers (e.g., Register of Members, Directors)
- 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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