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One Person Company, lesson 4 of 5

OPC Annual Compliance: Audit, ROC Forms, Due Dates and Checklist

In short

Understand OPC annual compliance, exemptions, audit, AOC-4, annual returns, tax filings, late fees and obligations in a zero-business year.

Every One Person Company (OPC) in India must get its accounts audited, file AOC-4 within 180 days of the end of the financial year (by 27 September), file its annual return in MGT-7A and file its income tax return, every year, even if it did no business. An OPC does not hold an AGM. Its director files DIR-3 KYC once every three financial years, and filings such as ADT-1, DPT-3 and MSME-1 apply in some cases.

An OPC gets a few exemptions, but it is still a company, and missing its filings costs ₹100 a day per form in additional fees, with no upper limit. Long defaults can disqualify the director and lead to the company being struck off. This checklist explains each requirement in plain language, with due dates and what happens if you are late. The basics of the structure are in the One Person Company lessons, and the short version of this calendar is in the lesson Annual compliance for an OPC. The same checklist for the other structures: Private Limited Company Annual Compliance: Forms, Due Dates and Checklist and LLP Annual Compliance: Form 8, Form 11, Audit and Due Dates.

What are the yearly compliances for an OPC?

An OPC's financial year runs from 1 April to 31 March. The dates below are for a normal financial year.

Compliance What it is Due date Applies to
Statutory audit Audit of accounts by a Chartered Accountant Before the accounts are approved Every OPC
AOC-4 Financial statements filed with the Registrar Within 180 days of the year end (27 September) Every OPC
MGT-7A Annual return Generally by 29 November Every OPC
ADT-1 Appointment of the auditor Within 15 days of the appointment When an auditor is appointed or re-appointed
Income tax return (ITR-6) The OPC's own tax return 31 October Every OPC
Tax audit report Audit under the Income-tax law 30 September When turnover crosses the tax audit limit
DIR-3 KYC KYC of the director's DIN 30 June, once every three financial years Every director
DPT-3 Return of deposits and of money not treated as deposits 30 June OPCs with such money outstanding on 31 March
MSME-1 Half-yearly return of dues to micro and small suppliers 30 April and 31 October When such dues are older than 45 days
MBP-1 and DIR-8 Director's disclosures Start of each financial year Every director

For the financial year 2025-26, the Central Board of Direct Taxes (CBDT) has extended the tax audit report date to 21 October 2026 and the income tax return date for audit cases, including companies, to 21 November 2026. GST, TDS and state filings such as professional tax apply separately. They are covered in the GST Registration lessons and the Life after Registration lessons.

What must a new OPC do after incorporation?

An OPC has the same first steps as any company with share capital. They are explained step by step in The first 180 days.

Task Due date What it is
First board decisions Within 30 days of incorporation With one director, recorded in the minute book and signed by that director
First auditor Within 30 days of incorporation The board appoints the first auditor
Share certificate Within 60 days of incorporation Issued to the sole member
INC-20A Within 180 days of incorporation Declaration that the member has paid for the shares; business and borrowing should start only after it

Which yearly forms are filed with the Registrar?

No AGM for an OPC

An OPC does not need to hold an Annual General Meeting. Decisions that a Private Limited Company would take at a general meeting, such as adopting the accounts, 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). This is why the OPC's due dates are counted from the end of the financial year, not from an AGM.

AOC-4 (financial statements)

AOC-4 carries the audited balance sheet, profit and loss account, notes, Board's report and auditor's report. An OPC does not need a cash flow statement, and its financial statements can be signed by a single director. AOC-4 is due within 180 days of the end of the financial year, which means by 27 September.

MGT-7A (annual return)

The annual return lists the member, nominee and directors, and other details as on 31 March. An OPC files the shorter MGT-7A instead of MGT-7. It is generally treated as due within 60 days of 30 September, by 29 November. It is signed by the company secretary, or by the director where there is no company secretary.

ADT-1 (auditor appointment)

After the first auditor's term, the member appoints the auditor, usually for five years, by a resolution recorded in the minute book. ADT-1 is filed within 15 days of the appointment. If an auditor resigns, the auditor files ADT-3 within 30 days.

All these forms are filed on the MCA portal with the director's Digital Signature Certificate (DSC).

When does an OPC need an audit?

Every OPC needs a statutory audit every year, whatever its turnover, even if it had no business at all. The auditor must be a practising Chartered Accountant who is independent of the company. The audit must be completed before the accounts are approved, because the audited figures go into AOC-4.

A tax audit under the Income-tax law is a separate test. It is generally required when business turnover exceeds ₹1 crore, or ₹10 crore where cash receipts and cash payments are each within (5%) of the total. An OPC can therefore need a statutory audit only, or both a statutory audit and a tax audit.

What is the income tax return due date for an OPC?

An OPC is taxed as a company. It files its income tax return in form ITR-6 on the Income Tax e-filing portal. Because every company is audited, the normal due date is 31 October. For the financial year 2025-26, CBDT has extended the date for audit cases to 21 November 2026.

Most new companies, including OPCs, choose the concessional tax rate (22%), plus surcharge and cess, in exchange for giving up certain deductions. Advance tax is paid in four instalments, by 15 June, 15 September, 15 December and 15 March. Any salary or dividend the owner takes from the OPC is taxed again in the owner's own return. From 1 April 2026 the Income-tax Act, 2025 has replaced the 1961 Act, so always check the current due date on the Income Tax portal.

What is DIR-3 KYC for directors?

Every director has a DIN (Director Identification Number). DIR-3 KYC confirms the holder's personal details, such as mobile number, email and address, with the Ministry of Corporate Affairs.

Until recently this was an every-year filing. Under the amended rules effective from 31 March 2026, DIN holders now file DIR-3 KYC once every three financial years, by 30 June of the year following the third financial year. Separately, any change in mobile number, email or residential address must be reported within 30 days of the change. If KYC is not filed on time, the DIN is deactivated and a fee of ₹5,000 applies to reactivate it. In an OPC with one director, a deactivated DIN stops every filing.

Which other filings and records apply?

  • Board meetings — with one director, resolutions are recorded in the minute book and signed by that director. With more than one director, at least one meeting is held in each half of the calendar year, at least 90 days apart.
  • Director disclosures — the director gives MBP-1 (interest in other entities) and DIR-8 (not disqualified) at the start of every financial year, and whenever the position changes.
  • DPT-3 — a return, by 30 June, of deposits and of money received that is not treated as a deposit, such as a loan from the director, outstanding on 31 March.
  • MSME-1 — a half-yearly return, by 30 April and 31 October, if the OPC owes money to micro or small enterprise suppliers for more than 45 days.
  • Statutory registers — registers of members, directors and charges are kept up to date at the registered office, along with the minute book.
  • Personal and company money — the OPC's money is kept separate from the owner's; payments to the owner are recorded as salary, loan or dividend.

What happens if an OPC files late?

There are four layers of consequences:

  1. Additional fees. AOC-4 and MGT-7A attract an additional fee of ₹100 per day, per form, with no upper limit, on top of the normal filing fee. An OPC one year late on both forms owes roughly ₹73,000 in additional fees alone.
  2. Penalties under the Act. Separately, the company and its officer in default can be penalised for late financial statements and annual returns (Sections 92 and 137). For an OPC these penalties are half the normal amounts, up to ₹2 lakh for the company and ₹1 lakh for an officer (Section 446B).
  3. Disqualification of the director. If the financial statements or annual returns are not filed for three continuous financial years, the director is disqualified for five years from being a director of any company.
  4. Strike-off risk. An OPC that does not file for years can be treated as inactive, and the Registrar can strike its name off the register.

On the tax side, a late ITR attracts a late fee of up to ₹5,000 and interest on unpaid tax, and business losses of that year cannot be carried forward. If filings are already overdue, What happens if you miss a compliance deadline? sets out the order in which to catch up.

Which event-based filings are often forgotten?

Some filings are triggered by changes rather than the calendar. Each is generally due within 30 days of the change:

  • INC-4 — when the nominee is changed or withdraws.
  • DIR-12 — when a director is appointed, resigns or changes designation.
  • INC-22 — when the registered office moves.
  • SH-7 — when the authorised capital is increased.
  • CHG-1 — when a loan is secured by a charge on the company's assets.
  • Conversion — an OPC can convert into a Private Limited Company at any time by following the conversion process; it is no longer forced to convert on crossing turnover or capital limits. See Moving up from OPC to PVT. LTD.

Late filing of these forms also attracts additional fees, so it helps to update the MCA records at the same time as the bank and GST records.

A month-by-month OPC compliance calendar

  • April: close the books for the year ended 31 March; MSME-1 for October–March by 30 April; MBP-1 and DIR-8 recorded.
  • May–June: statutory audit; DPT-3 by 30 June; DIR-3 KYC by 30 June in the years it is due; advance tax by 15 June.
  • July–September: accounts approved and signed; AOC-4 by 27 September; tax audit report by 30 September (if applicable); advance tax by 15 September.
  • October: MSME-1 for April–September by 31 October; ITR by 31 October.
  • November: MGT-7A by 29 November.
  • December and March: advance tax by 15 December and 15 March; with more than one director, one board meeting in each half of the calendar year.
  • All year: event-based forms within 30 days of any change; GST and TDS returns on schedule.

To see these dates for your own OPC from its date of incorporation, use the Compliance calendar.

Does an OPC with no business still need to file?

Yes. The audit, AOC-4, MGT-7A and the income tax return are due even if the OPC had no income or transactions. An OPC that has no plans for some time can apply for dormant status in Form MSC-1, which reduces its yearly filings. If the owner does not plan to use the company at all, closing it through a strike-off application in Form STK-2, once the conditions are met, is usually cheaper than paying fees on an unused company year after year. The steps are in Closing a company or LLP properly.

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. For comparison, the full PVT. LTD. calendar is in Annual Compliance: what never stops. Every form, penalty and event-based filing for an OPC is set out in detail in the OPC annual compliance checklist.

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, but an audit, AOC-4 by 27 September and MGT-7A by 29 November, every year, even with no business.
  • The income tax return is due by 31 October (21 November 2026 for the financial year 2025-26).
  • The director files DIR-3 KYC once every three financial years, by 30 June, and gives MBP-1 and DIR-8 every year.
  • AOC-4 and MGT-7A cost ₹100 a day each when late, with no upper limit; penalties under the Act are halved for an OPC.
  • A change of nominee needs INC-4, and other changes need their own forms, generally within 30 days.
Compliance calendarExplore key incorporation and annual compliance dates for your selected structure.

Sources

  1. Companies Act, 2013: Section 2(62) (One Person Company), Section 96(1) (no AGM for OPC), Section 122 (exemptions for OPC), Section 137 (AOC-4), Section 92 (MGT-7A), Section 173(5) (board meetings) and Section 446B (lower penalties for OPC)
  2. Companies (Incorporation) Rules, 2014: Rules 3 and 4 (OPC, nominee and Form INC-4)
  3. Companies (Management and Administration) Rules, 2014: Rule 11 (MGT-7A)
  4. Companies (Appointment and Qualification of Directors) Rules, 2014: Rule 12A (DIR-3 KYC), as amended from 31 March 2026
  5. Companies Act, 2013 (India Code)
  6. Ministry of Corporate Affairs: e-forms, fees and due dates
  7. Income Tax Department e-filing portal

This page explains the law in simple words, for learning. It is not legal advice. Rules, fees and due dates change, so check the official source before you file. Spotted an error? Tell us on WhatsApp, and the page will be corrected.

Frequently asked questions

Does an OPC need to hold an AGM?

No. A One Person Company is exempt from holding an Annual General Meeting. Decisions such as adopting the accounts 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 of AOC-4 for an OPC?

An OPC files AOC-4 within 180 days of the end of the financial year, which means by 27 September. The financial statements do not need a cash flow statement and can be signed by a single director. Late filing costs ₹100 a day in additional fees, with no upper limit.

When is MGT-7A due for an OPC?

An OPC files its annual return in the shorter MGT-7A form. It is generally treated as due within 60 days of 30 September, which means by 29 November. It is signed by the company secretary, or by the director where there is no company secretary.

Is an audit compulsory for an OPC?

Yes. Every OPC must have its accounts audited by a practising Chartered Accountant every year, whatever its turnover, even if it had no business. A tax audit under the Income-tax law is separate and applies only when turnover crosses the tax audit limit.

Are penalties lower for an OPC?

Yes. Under Section 446B of the Companies Act, penalties on an OPC and its officers are half the normal amounts, up to ₹2 lakh for the company and ₹1 lakh for an officer. The additional filing fee of ₹100 a day per form still applies in full.

CS. Bhavik Hariyani

About the author

CS. Bhavik Hariyani

Working with Startups on Corporate Law and Compliance since 2009.

If you’re a First-Time Founder, choose a structure that suits your Business. Before registering, understand how much you will need to spend every year on Annual Maintenance and Compliance.

Reviewer background

CS. Bhavik Hariyani is a Company Secretary who previously practised as a CS. His focus here is education and awareness for First-Time Founders, drawing on experience with Company Registration and Corporate Compliance.

Read the sources and the stated review date on individual guides. Verify current requirements with the relevant authority before filing. To report an error, share the page URL and the relevant official reference.

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