Incorporation and Statutory Framework

• An OPC is incorporated under the Companies Act, 2013, and classified as a private limited company with a single member.
  
• It must comply with provisions applicable to private companies, with certain exemptions and relaxations for OPCs.
  
• The company must have a valid Certificate of Incorporation, Memorandum of Association (MoA), and Articles of Association (AoA).
  
• A nominee must be appointed at incorporation using Form INC-3, as succession planning is mandatory.
  
• The company is governed by Section 2(62) of the Act and relevant incorporation rules.
  

Maintenance of Statutory Records

• OPCs must maintain books of account, registers of members, and registers of directors.
  
• Proper documentation of board resolutions and written decisions is required, even if only one director exists.
  
• Records must be kept at the registered office and made available for inspection by the authorities.
  
• The company must preserve copies of all filings, correspondence with the Registrar, and audit reports.
  
• Maintenance of statutory records ensures legal transparency and supports audits and inspections.
  

Annual Filing Requirements

• OPCs are required to file audited financial statements using Form AOC-4 and an annual return using Form MGT-7A every financial year.
  
• Filing must be completed within prescribed deadlines to avoid penalties and ensure continued registration.
  
• Income tax returns (ITR-6) must also be filed annually, even in case of nil income.
  
• These filings are submitted digitally using the MCA21 portal and must be signed using a valid Digital Signature Certificate (DSC).
  
• Filing compliance establishes the company’s legal existence and active status with the Registrar of Companies (RoC).
  

Director and Board Compliance

• The OPC must have at least one director, who may also be the sole member.
  
• If the company appoints more than one director, it must record board meetings and resolutions as per company law.
  
• The director must comply with provisions related to the Director Identification Number (DIN) and disclosures of interest.
  
• All decisions of the sole member must be recorded in writing, even in the absence of shareholder or board meetings.
  
• Directors are responsible for ensuring timely filings, regulatory adherence, and statutory disclosures.
  

Event-Based Compliances

• OPCs must file appropriate forms with the RoC for changes in director, nominee, registered office, capital structure, or company name.
  
• Examples include:
  
  • Form DIR-12 for a change in directorship.
    
  • Form INC-4 for nominee change.
    
  • Form PAS-3 for allotment of shares.
    
• Any conversion of OPC into a private or public limited company must be done through Form INC-6.
  
• These event-based filings are critical for maintaining updated legal status and avoiding penalties.