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Company Compliance

OPC Annual Compliance and ROC Filing: Forms, Due Dates, Fees and Checklist for FY 2025-26

By Tradeviser Editorial • Updated October 2026 • 9 min read

A One Person Company carries most of the structural simplicity of a sole proprietorship but operates under the full compliance framework of the Companies Act 2013. The result: an OPC has fewer forms than a Private Limited Company, but the forms it does have are mandatory, with penalties that run at Rs. 100 per day per form indefinitely. Missing OPC annual compliance also risks director disqualification — a consequence that blocks you from holding a directorship anywhere in India for five years.

This guide covers every annual compliance obligation for an OPC: the forms, their due dates, the applicable fees, the audit requirements, and what changes when your OPC approaches the mandatory conversion thresholds.

Governing law: One Person Companies are governed by Section 2(62) and Section 3 of the Companies Act 2013, read with the Companies (Incorporation) Rules 2014. Annual filing obligations are under Sections 92 (Annual Return) and 137 (Financial Statements).

OPC Annual Compliance at a Glance

  • File AOC-4 (Financial Statements) within 180 days from end of financial year (30 September for FY 2025-26)
  • File MGT-7A (Annual Return) within 60 days from end of financial year (29 May for FY 2025-26)
  • No AGM required for an OPC; resolutions passed by the sole member are sufficient
  • Statutory audit by a Chartered Accountant is mandatory regardless of turnover
  • Director KYC via DIR-3 KYC due annually by 30 September
  • Penalty for late filing: Rs. 100 per day per form, no upper cap

What are the mandatory ROC forms for an OPC every year?

Two ROC forms are mandatory for every One Person Company every financial year: AOC-4 and MGT-7A. Unlike a Private Limited Company (which files MGT-7), an OPC files the simplified MGT-7A, which captures fewer details given its single-member structure.

Form Purpose Due Date (FY 2025-26) Section
AOC-4 Filing of financial statements (Balance Sheet, P&L, Auditor’s Report, Director’s Report) 30 September 2026 (within 180 days of FY end; OPCs do not have AGM-based deadline) Section 137
MGT-7A Annual Return (simplified form for OPCs and small companies) 29 May 2026 (within 60 days of end of FY; no AGM date dependency) Section 92
ADT-1 Auditor appointment / re-appointment Within 15 days of board meeting ratifying auditor appointment Section 139
DIR-3 KYC Annual KYC for the director (web-based KYC if details unchanged) 30 September 2026 Rule 12A
DPT-3 Return of deposits / outstanding loans (if any loans received) 30 June 2026 Section 73
MSME-1 Half-yearly return for outstanding payments to MSME vendors beyond 45 days (if applicable) 30 April (H2) and 31 October (H1) each year MSMED Act
Note on AOC-4 for OPC: The 180-day filing window for OPCs is different from Private Limited Companies (which file within 30 days of AGM). Since OPCs do not hold an AGM, the AOC-4 deadline is fixed at 180 days from the close of the financial year — i.e., 30 September for a 31 March year-end.

OPC annual compliance due dates and filing fees

MCA filing fees for AOC-4 and MGT-7A depend on the authorised share capital of the OPC. Additional (late) fees of Rs. 100 per day kick in immediately after the due date with no upper limit.

Authorised Capital Normal MCA Filing Fee Late Fee (per day per form)
Up to Rs. 1 lakh Rs. 200 Rs. 100
Rs. 1 lakh to Rs. 5 lakh Rs. 300 Rs. 100
Rs. 5 lakh to Rs. 25 lakh Rs. 400 Rs. 100
Rs. 25 lakh to Rs. 1 crore Rs. 500 Rs. 100
Above Rs. 1 crore Rs. 600 Rs. 100

Audit and auditor appointment requirements for an OPC

All OPCs must undergo a statutory audit each year. There is no turnover threshold below which an OPC can skip the audit. The auditor is a Chartered Accountant and must be appointed at the first board meeting of the OPC (within 30 days of incorporation) for an initial term of five years via Form ADT-1.

After the initial five-year term, the auditor may be reappointed. OPCs are not covered by the mandatory auditor rotation rules (which apply to certain categories of companies under Section 139(2)) unless they qualify as a “prescribed class” — small OPCs generally do not.

The audited financial statements (Balance Sheet, Profit and Loss Account, Cash Flow Statement if applicable, Auditor’s Report, Director’s Report, and Notes to Accounts) form the attachment to AOC-4.

Cash Flow Statement exemption: OPCs are specifically exempt from including a Cash Flow Statement in their financial statements under Rule 3(1) of the Companies (Accounts) Rules 2014. This reduces the financial statement preparation burden for small OPCs.

Other ongoing compliance obligations

Beyond the annual ROC filings, an OPC has the following ongoing compliance requirements:

  • Board meetings: Minimum one board meeting in each half of the calendar year (at least 90 days gap between the two meetings). The OPC’s single member may act as the sole director in these meetings.
  • Nominee director: Every OPC must have a nominee (Form INC-3) who will take over in case the single member becomes incapacitated. Any change in nominee requires Form INC-4.
  • Income Tax Return: File ITR-6 by 31 October (if tax audit required) or 31 July (otherwise). OPCs are taxed at the corporate tax rate of 22% plus surcharge and cess under the new regime (Section 115BAA) or 30% under the old regime.
  • GST returns: If registered under GST, file GSTR-1, GSTR-3B monthly or quarterly as applicable. GSTR-9 annually.
  • TDS returns: File quarterly TDS returns (Form 24Q for salary, 26Q for other payments) if TDS deductible payments are made.
  • Statutory registers: Maintain Register of Members, Register of Directors, Minutes Book, and other statutory registers as required under Companies Act 2013.

Mandatory conversion thresholds and compliance implications

An OPC must convert to a Private Limited Company if either of these thresholds is crossed:

Threshold Trigger Form to File Deadline
Paid-up capital crosses Rs. 50 lakh Mandatory conversion INC-6 Within 6 months of crossing the threshold
Average annual turnover crosses Rs. 2 crore (3-year average) Mandatory conversion INC-6 Within 6 months of crossing the threshold

Voluntary conversion is also available after 2 years from the date of incorporation.

Complete OPC annual compliance checklist for FY 2025-26

Task Due Date Form / Action
Board meeting (H1 2025) By 30 June 2025 Minutes in minute book
DPT-3 (outstanding loans) 30 June 2026 MCA Portal
MSME-1 (H2 Oct-Mar 2026) 30 April 2026 MCA Portal (if applicable)
Accounts preparation and audit Before 30 Sep 2026 Chartered Accountant
MGT-7A (Annual Return) 29 May 2026 MCA Portal
AOC-4 (Financial Statements) 30 September 2026 MCA Portal
DIR-3 KYC (Director) 30 September 2026 MCA Portal (web-based if no change)
Income Tax Return (ITR-6) 31 Oct 2026 (audit) / 31 Jul 2026 (no audit) Income tax e-filing portal
Board meeting (H2 2025) By 31 December 2025 Minutes in minute book
MSME-1 (H1 Apr-Sep 2026) 31 October 2026 MCA Portal (if applicable)

OPC Annual Filing Done Right, Every Year

Tradeviser handles OPC annual compliance end to end: accounts preparation, statutory audit coordination, MGT-7A, AOC-4, DIR-3 KYC, DPT-3, and income tax return — so you never miss a due date.

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Frequently Asked Questions

Is AGM required for a One Person Company?

No. An OPC is exempt from holding an AGM under Section 96. The sole member passes resolutions by entering them in the minute book and signing. However, at least two board meetings per year are required (one per half, minimum 90 days apart).

What is MGT-7A and who must file it?

MGT-7A is the simplified Annual Return form for OPCs and small companies. It must be filed within 60 days of the financial year end. For FY 2025-26, the due date is 29 May 2026. It is filed on the MCA portal and signed by the director (a Company Secretary is not required for OPCs below the applicable threshold).

Is a statutory audit mandatory for an OPC?

Yes. All OPCs must have their accounts audited by a Chartered Accountant every year, with no turnover-based exemption. The auditor is appointed at the first board meeting and confirmed annually. ADT-1 must be filed within 15 days of appointment.

When must an OPC mandatorily convert to a Private Limited Company?

Mandatory conversion is triggered when paid-up capital exceeds Rs. 50 lakh or average annual turnover exceeds Rs. 2 crore (3-year average). The company must file Form INC-6 within 6 months of crossing either threshold.

What is the penalty for late OPC annual filings?

Rs. 100 per day per form, with no upper cap. Persistent non-filing leads to strike-off of the OPC and disqualification of the director under Section 164(2) for 5 years from all directorships across India.