Compliances Under Companies Act for One Person Company (OPC) and Small Company
- Blog|Advisory|Company Law|
- 5 Min Read
- By Taxmann
- |
- Last Updated on 21 November, 2024
Latest from Taxmann
Compliances for One Person Company (OPC) and Small Company under the Companies Act, 2013, include filing a declaration of commencement of business (INC-20A) and annual returns (MGT-7) within specified timelines. Financial statements must be submitted in AOC-4, and directors must complete KYC (DIR-3 KYC) annually. Any changes in the registered office (INC-22) or directors (DIR-12) must be reported to the ROC. Disclosure of interest by directors (MBP-1) is mandatory during the first board meeting of the financial year and whenever changes occur. Additionally, compliance with deposit returns (DPT-3), MSME outstanding payments (MSME-1), and statutory auditor appointments or resignations (ADT-1/ADT-3) ensures adherence to the legal framework. Regular compliance prevents penalties and promotes smooth operations.
By Taxmann’s Research and Advisory Team | Corporate Laws
Table of Contents
1. Introduction
With the introduction of the Companies Act, 2013, in 2014, the compliance burden of every Company has increased substantially irrespective of its nature, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company, or One-Person Company (OPC).
In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any non-compliance on the part of companies often results in heavy penalties. It is a good practice to track the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.
Under the Companies Act 2013, various compliances must be done on a time-to-time basis. For a better understanding of the same, we have categorised the various Compliances on the following basis:
- Event-based Compliance: Compliance is to be done upon the occurrence or happening of a certain event, like filing E-form INC-22 upon shifting the company’s registered office.
- Time-based Compliance: Compliances are to be done on an annual, half-yearly, and quarterly basis, like the Filing of E-form AOC-4 and MGT-7.
- Specific Criteria-Based Compliance: Some compliances are based on paid-up share capital, turnover, or any other specific requirement, such as filing E-Form AOC-4 (XBRL) or appointing a Company Secretary.
In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:
- SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
- Compliances under SEBI (Depositories and Participants) Regulations, 2018
- Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
- Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015
This write-up also discusses in detail the compliances w.r.t. to holding of Annual General Meeting (AGM), Minimum no. of Board Meetings/Committee Meetings as required under the Law.
2. One Person Company & Small Company Compliance Calendar
|
Applicable Law |
Triggering Provision | Detailed Provision | Statutory Timeline | Due Date | Required Form |
Reporting Authority |
| Companies Act, 2013 | Section 10A | Declaration of commencement of business | Within 180 Days from the incorporation date | Within 180 Days from the incorporation date | INC-20A | ROC |
| Section 12
|
Intimation of Change in the Registered Office | Within 30 days of the change of the address | Within 30 days of the change of the address | INC-22 | ROC | |
| Section 89(6)
|
Intimation of declaration received under Section 89 | Within 30 days from the receipt of the declaration by the company | Within 30 days from the receipt of the declaration by the company | MGT-6 | ROC | |
| Section 90(4) | Intimation of declaration received under Section 90 | Within 30 days from the receipt of the declaration by the company | Within 30 days from the receipt of the declaration by the company | BEN-2 | ROC | |
| Section 92 | Filing of annual return | To be filed within 60 days from the conclusion of AGM | Within 60 days from the date of the AGM | E-Form MGT-7 | ROC | |
| Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 | Directors’ KYC by every Individual who holds a DIN | Within 6 months from the end of the financial year | 30th September | DIR-3 KYC | ROC | |
| Section 117 | Filing of Resolution and agreements as specified in Section 117 (3) | Within 30 days of the passing of the resolution/entering into agreement | Within 30 days of the passing of the resolution/entering into agreement | MGT-14 | ROC | |
| Section 137 | Filing of annual accounts | 30 days of the date of the AGM | Within 30 days of the date of the AGM | Form AOC-4/AOC-4 CFS/AOC-4 XBRL | ROC | |
| Section 139(1) | Intimation regarding appointment of Statutory Auditor | Within 15 days of the appointment of an auditor | Within 15 days of the appointment of an auditor | ADT-1 | ROC | |
| Section 139(6) | Notice to the Registrar for appointment of First Statutory Auditor | Appoint within 30 days from the incorporation date | NA | NA | NA | |
| Section 140 | Intimation regarding the resignation of the Statutory Auditor | Within 30 days from the date of the resignation | Within 30 days from the date of the resignation | ADT-3 | ROC | |
| Order dated 22 January, 2019 issue under Section 405 | Return in respect of outstanding payments to Micro or Small Enterprise | Within 1 month from the conclusion of each half year | 31st October (For April-Sep)
30th April (For Oct-Mar) |
E-Form MSME-1 | ROC | |
| Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 | Return of deposit or particulars of transaction not considered as deposit or both | On or before 30th June of every year | 30th June | DPT-3 | ROC | |
| Section 152 | Appointment or resignation of Director/Key Managerial Personnel (KMP) | Within 30 days of the Board meeting or general meeting as the case may be | Within 30 days of appointment or resignation | DIR-12 | ROC | |
| Section 152 read with Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 | Disclosure of disqualifications under Section 164 | To be given at the time of director’s appointment/reappointment and also at 1st board meeting of every Financial Year | To be given at the time of director’s appointment/reappointment and also at 1st board meeting of every Financial Year | DIR-8 | NA, as the Director concerned, is required to disclose this to the Company | |
| Section 184 read with Rule 9(1) of the Companies (Meeting of Board and its powers) Rules, 2014 | Disclosure of Interest by Director | In the First Board Meeting of the Financial Year AND whenever there is a change in the disclosures already made | 1st Board Meeting of the F.Y. AND Whenever there is a change, the disclosures already made |
MBP-1 | NA, as the Director concerned, is required to disclose this to the Company |
Dive Deeper:
Compliances Under Companies Act for Unlisted Public Companies
Compliances Under Companies Act for Private Limited Companies
Compliances Under Companies Act for Section 8 Companies
Compliances Under Companies Act for Listed Companies
Compliances Based on Threshold Limits Under Companies Act
Disclaimer: The content/information published on the website is only for general information of the user and shall not be construed as legal advice. While the Taxmann has exercised reasonable efforts to ensure the veracity of information/content published, Taxmann shall be under no liability in any manner whatsoever for incorrect information, if any.
Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.
The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:
- The statutory material is obtained only from the authorized and reliable sources
- All the latest developments in the judicial and legislative fields are covered
- Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
- Every content published by Taxmann is complete, accurate and lucid
- All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
- The golden rules of grammar, style and consistency are thoroughly followed
- Font and size that’s easy to read and remain consistent across all imprint and digital publications are applied
Sign Up
To subscribe to our weekly newsletter please log in/register on Taxmann.com
Latest Books
Everything on Tax and Corporate Laws of India
To subscribe to our weekly newsletter please log in/register on Taxmann.com
CA | CS | CMA
