One Person Company
Annual compliance for an OPC
In short
An OPC must get its accounts audited, file AOC-4 within 180 days of year end, file annual return MGT-7A, file an income tax return, and keep directors' DIR-3 KYC current. It needs no AGM.
An OPC must get its accounts audited every year, file financial statements in AOC-4 within 180 days of the year end, file its annual return in MGT-7A, file an income tax return and keep its directors' DIR-3 KYC current — but it does not need to hold an AGM. An OPC gets a few exemptions, but it is still a company and has yearly obligations.
Compliance simply means the filings and records the law expects every year. Missing them leads to additional fees that grow with each day of delay, and in serious cases to penalties on the company and its director. The financial year for every company runs from 1 April to 31 March.
Which compliance is lighter for an OPC?
- No Annual General Meeting is required.
- A cash flow statement is not required in the financial statements.
- If the OPC has only one director, board resolutions can be recorded in the minute book and signed by that director.
- If it has more than one director, at least one board meeting in each half of the calendar year, at least 90 days apart.
Decisions that a PVT. LTD. would take in a general meeting are recorded in the minute book and signed by the sole member; the date of signing is treated as the date of the meeting (Section 122 of the Companies Act, 2013).
The annual financial statements of an OPC can also be signed by a single director, and the annual return is filed in the simpler MGT-7A form instead of the full MGT-7.
What must an OPC still file every year?
| Item | Requirement |
|---|---|
| Statutory audit | Every year |
| Financial statements (AOC-4) | Within 180 days of the end of the financial year (27 September) |
| Annual return (MGT-7A) | Every year — generally treated as due within 60 days of 30 September, i.e. by 29 November |
| Income tax return | Every year |
| DIN KYC | Once every three financial years, by 30 June |
Late filing of AOC-4 and MGT-7A attracts additional fees for each day of delay, and a missed DIR-3 KYC deactivates the DIN until it is filed with a ₹5,000 late fee. GST and TDS returns apply separately if the OPC is registered or deducts tax.
Other filings that apply only in some cases
- DPT-3 — an annual return of deposits, or of money received that is not treated as a deposit (such as a loan from the director), due by 30 June.
- MSME-1 — a half-yearly return if the OPC owes money to micro or small enterprises for more than 45 days.
- Director disclosures — the director discloses interests in other entities (MBP-1) and confirms non-disqualification (DIR-8), which are kept on record.
- Event-based forms — for example, a change of registered office, director, nominee (INC-4) or auditor needs its own filing within the time limit for that form.
The current due dates and fee rules for each form are listed on the MCA portal. Due dates can be extended by MCA circulars in some years, so check before relying on an old calendar.
What does an OPC's year look like?
| Month | Typical task |
|---|---|
| April onwards | Close the previous year's books; director disclosures at the first board meeting or in the minute book |
| By 30 April | MSME-1 for October–March, if applicable |
| By 30 June | DPT-3, if applicable; DIR-3 KYC in the year it falls due |
| July–September | Statutory audit completed; financial statements approved and signed |
| By 27 September | AOC-4 |
| By 31 October | MSME-1 for April–September, if applicable; income tax return for audited companies, unless the deadline is extended |
| By 29 November | MGT-7A |
What must an OPC do in its first 180 days?
Like any company with share capital, an OPC must file the commencement of business declaration (INC-20A) within 180 days of incorporation, appoint its first auditor within 30 days, and issue share certificates.
- Open the bank account and deposit the subscription money before filing INC-20A.
- Board appoints the first auditor within 30 days of incorporation.
- Issue the share certificate to the member within 60 days of incorporation.
- Set up statutory registers (members, directors) at the registered office.
What happens if an OPC misses its filings?
Additional fees for AOC-4 and MGT-7A are charged for each day of delay, so even a few months' delay can cost far more than the normal fee. Continued non-filing can lead to penalties on the company and the director, disqualification of the director if returns are not filed for three continuous financial years, and in the end the Registrar can strike the company's name off the register. An OPC with no business still has to file.
Common mistakes
- Assuming no business means no filings — a dormant OPC still files AOC-4, MGT-7A and its income tax return.
- Paying personal expenses from the company account without recording them properly.
- Forgetting INC-20A, which can stop the company from doing business and borrowing.
- Letting the DIR-3 KYC lapse, which deactivates the DIN and blocks other filings.
- Not keeping the minute book updated with resolutions signed by the sole member or director.
Key takeaways
- No AGM and no cash flow statement.
- Audit, AOC-4 and MGT-7A every year, even with no business.
- INC-20A within 180 days, like any company.
- Track case-based filings such as DPT-3, MSME-1 and event-based forms.
Frequently asked questions
Does a One Person Company need to hold an AGM?
No. Section 96 of the Companies Act, 2013 exempts a One Person Company from holding an Annual General Meeting. Decisions that would normally be passed at a general meeting are recorded in the minute book and signed by the sole member, and the date of signing is treated as the date of the meeting.
What is the due date for AOC-4 and MGT-7A for an OPC?
An OPC files its financial statements in AOC-4 within 180 days from the end of the financial year, which is 27 September. Its annual return in MGT-7A is generally treated as due within 60 days of 30 September, the date by which an AGM would otherwise be due, which works out to 29 November.
Is audit mandatory for a One Person Company?
Yes. Every One Person Company must have its financial statements audited by a Chartered Accountant every year, whatever its turnover. The first auditor is appointed by the Board within 30 days of incorporation. There is no exemption from statutory audit for OPCs, even if the company had no business.
How many board meetings must an OPC hold?
An OPC with only one director does not need to hold board meetings; resolutions are entered in the minute book and signed by that director. An OPC with two or more directors must hold at least one board meeting in each half of the calendar year, with a gap of at least 90 days between the two meetings.
