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One Person Company Annual Return Filing

One Person Company Annual Return Filing

One Person Company Annual Filing Process

The annual filing process for a One Person Company (OPC) in India involves several steps to ensure compliance with the regulatory requirements set forth by the Ministry of Corporate Affairs (MCA). Here is a general outline of the annual filing process for an OPC:

1. Preparation of Financial Statements:

  • Prepare the financial statements, including the balance sheet, profit and loss statement, and cash flow statement for the financial year.
  • Ensure that the financial statements are compliant with the Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI).

2. Conducting Board Meeting:

  • Hold a board meeting to approve the financial statements as per provision of Companies Act,2013.
  • Approve the director’s report, auditor’s report, and other documents required to be submitted along with the annual return.

3. Audit of Financial Statements:

Get the financial statements audited by a practicing chartered accountant.

4. Preparation of Annual Return:

  • Prepare and file Form AOC-4 (for filing financial statements) with the Registrar of Companies (RoC) within 180 days from the end of the financial year. File Form MGT-7 (Form for filing annual return) with the RoC within 180 days from the closure of the financial year. This form includes details like the company’s activities, shareholding pattern, and other statutory information.
  • Attach the required documents, including the compliance certificate obtained from a professional.Ensure all required details such as financial statements, director’s report, and auditor’s report are attached to the forms.

5. Income Tax Filing:

File the income tax return with the Income Tax Department. Ensure that the tax audit, if applicable, has been conducted by a chartered accountant.

6. Payment of Annual Compliance Fees:

Pay the requisite annual compliance fees to the MCA within the due date to avoid penalties and maintain compliance.

7. Filing of other necessary forms:

Depending on the specific activities and changes in the company during the financial year, file any additional forms as required by the MCA.

8. Compliance Certificate:

Obtain a compliance certificate from a professional (such as a company secretary) and attach it with the annual return form.

9. Registrar of Companies (RoC) Compliance:

Ensure that all necessary filings and compliance requirements are met with the RoC.

One time compliance of one person company

When establishing a One Person Company (OPC) in India, there are several one-time compliances that need to be completed during the incorporation process and shortly afterward. These compliances ensure that the company is legally recognized and can operate smoothly. Here are the key one-time compliances for an OPC:

1. Obtaining Digital Signature Certificate (DSC):

Directors of the OPC need to obtain a Digital Signature Certificate, which is required for filing documents electronically with the Ministry of Corporate Affairs (MCA).

2. Obtaining Director Identification Number (DIN):

The proposed director(s) of the OPC must apply for a Director Identification Number, which is a unique identification number allotted by the Ministry of Corporate Affairs to individuals intending to become directors in a company.

3. Name Reservation and Approval:

Choose a suitable name for your OPC and check its availability with the Registrar of Companies (RoC). Once the name is approved, it is reserved for 20 days. The approved name is used while incorporating the company.

4. Drafting Memorandum of Association (MOA) and Articles of Association (AOA):

Draft the MOA and AOA of the OPC. These documents define the company’s objectives, rules, and regulations for its internal management.

5. Payment of Stamp Duty:

Stamp duty needs to be paid on the MOA and AOA, which varies from state to state. The documents must be printed on non-judicial stamp paper, and the stamp duty should be paid as per the applicable rates.

6. Filing Incorporation Documents with RoC:

Submit the incorporation documents, including the MOA, AOA, and other required forms, to the RoC along with the necessary fees. Once these documents are verified and approved, the RoC issues the Certificate of Incorporation.

7. PAN and TAN Application:

After incorporation, apply for Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for the OPC. PAN is necessary for income tax purposes, and TAN is required if the company is liable to deduct tax at source.

8. Opening a Bank Account:

Open a bank account in the name of the OPC by providing the Certificate of Incorporation, PAN, and other necessary documents to the bank.

9. GST Registration (if applicable):

If the OPC’s turnover is expected to exceed the prescribed threshold limit for GST registration, apply for Goods and Services Tax (GST) registration.

10. Professional Tax Registration (if applicable):

Register for Professional Tax, which is a state-level tax applicable to salaried employees and professionals, if it is applicable in your state.

Event based compliances and mandatory compliances of one person company

Compliance for a One Person Company (OPC) in India involves adhering to various legal and regulatory requirements specified under the Companies Act, 2013. Here are some key compliance events and requirements for an OPC:

1. Annual Filings:

Form MGT-7: OPCs need to file their annual return (Form MGT-7) within 60 days of the Annual General Meeting (AGM). The AGM should be held within six months from the end of the financial year.

Form AOC-4: OPCs are required to file financial statements (Form AOC-4) with the Registrar of Companies (RoC) within 30 days of the AGM.

2. Board Meetings:

Hold at least one board meeting within every three months. The gap between two board meetings should not be less than 90 days.

3. Income Tax Returns (ITR):

File income tax returns by the specified due date each year.

4. Change in Business Activities:

Notify the RoC in case of any significant change in the business activities of the company.

5. Change in Registered Office:

Notify the RoC if there is any change in the registered office address of the company.

6. Appointment and Resignation of Directors:

File the necessary forms with the RoC for the appointment or resignation of directors within the stipulated time frame.

7. Share Transfer and Allotment:

Ensure that the transfer and allotment of shares are done according to the provisions of the Companies Act. File necessary forms for share transfers within the prescribed time.

8. Statutory Audit:

Conduct an annual statutory audit of the company’s financial statements by a qualified chartered accountant.

9. Compliance Certificate:

Obtain a compliance certificate from a professional (such as a company secretary) and attach it with the annual return.

10. ROC Forms for Various Events:

File specific forms with the RoC for various events such as changes in the company’s structure, modifications in the articles of association, or appointment of auditors.

Mandatory Compliances:

1.Maintenance of Books of Accounts: OPCs are required to maintain proper books of accounts that accurately reflect their financial position.

2.Statutory Audit: OPCs must get their accounts audited by a practicing chartered accountant if their turnover exceeds the prescribed limit, which is currently ₹1 crore.

3.Income Tax Payment: OPCs are required to pay income tax on the profits earned as per the applicable tax rates.

4.Compliance with ROC: OPCs must comply with the regulations of the Registrar of Companies (RoC) and respond to any queries or notices received from the RoC.

5.Board Meetings and Resolutions: OPCs are required to hold at least one board meeting in each half of the calendar year and maintain records of board resolutions passed.

Late filing penalties under AOC-4 and MGT-7A

Late filing of annual returns (Form AOC-4 for financial statements and Form MGT-7 for the annual return) in India attracts penalties under the Companies Act, 2013.

Here are the general penalties for late filing under AOC-4 and MGT-7:

For Form AOC-4 (Filing of Financial Statements):

  • Up to 30 days: 2 times of normal filing fees
  • More than 30 days and upto 60 days: 4 times of normal filing fees
  • More than 60 days and upto 90 days : 6 times of normal filing fees.
  • More than 90 days and upto 180 days: 10 times of normal filing fees
  • Beyond 180 days: 12 times of normal filing fees

For Form MGT-7 (Filing of Annual Return):

  • The MGT 7A late filing fees is Rs. 100 per day.

Company Suggestion provides services of Compliances services along with same Income Tax Returns, GST Registration or Returns etc.

Our experts of team will guide you related to compliances of Companies, Firms and other entities if you have any doubt regarding this, then you can send your doubts on company suggestion and clear it.

CS Deepa Sharma

Author is a associate member of the Institute of Company Secretaries of India (ICSI) and apart from that she holds LLB degree and Master in Commerce degree from Rajasthan University. She is having over 5 years of experience as a Practicing Company Secretary. She is well versed with all the matters related to Company Law and ROC matters, RERA , statutory reporting, Compliance Report and Corporate Governance. She is having good exposure in maintaining secretarial records as prescribed under Companies Act, 2013.

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