OPC Annual Compliance

Overview

A One Person Company (OPC) has one shareholder, but it is still a company and must meet a yearly set of statutory filings. The core items are the audited financial statements on Form AOC-4, a short annual return on Form MGT-7A, director KYC on DIR-3 KYC, and the income tax return (ITR-6). An OPC does not hold an AGM, which changes how its due dates are counted.

Who needs it

• Every One Person Company, from the first financial year after incorporation.
• OPCs that have not started trading or had no turnover.
• OPCs with missed earlier years that want to clean up their record.
• OPCs thinking of converting to a private limited company, which should be compliant first.

What Zenith does

Zenith listens first to your OPC's position and clarifies scope, then gives a tailored quotation. A relationship manager is assigned and you receive an assignment-specific checklist.

• Review the books and accounts for the year and the draft financial statements.
• Coordinate the statutory audit through an appropriately authorised independent professional.
• Prepare the director's report and the board meeting minutes the file needs.
• Prepare and file AOC-4 and MGT-7A, and coordinate DIR-3 KYC for the director.
• Prepare the ITR-6 where it is part of the agreed scope.
• Hand over the filed forms and challans with a plain explanation, plus a compliance calendar for the next year.

Eligibility and key rules

• No AGM. The sole member's decisions are recorded in writing, so the accounts are adopted by the member rather than at a meeting.
• AOC-4 is due within 180 days of the end of the financial year, as the OPC has no AGM to count from.
• MGT-7A is the condensed annual return for OPCs and small companies and is signed by the director. Sources count its 60 days differently (from the date an AGM would have been due, or from the year end), so Zenith confirms the date and in practice files well before 29 November for a March year end.
• Board meetings: an OPC needs at least one board meeting in each half of the year (two a year), with minutes kept.
• Cash flow statement: a source states that OPCs with turnover under ₹2 crore need not prepare one; the accountant confirms this against the current rules.
• Statutory audit applies as for other companies, and the auditor's report is needed before AOC-4.
• Nominee: the OPC's records should show the nominee named at incorporation.

Documents required

• Certificate of incorporation, MOA and AOA, and PAN of the company.
• Director's PAN, DIN details and valid digital signature certificate.
• Audited balance sheet and profit and loss account with notes.
• Director's report and the statutory auditor's report.
• Registered office address proof and bank statements for the year.
• Nominee details and any changes during the year.
• Records of board meetings held and resolutions passed.

Process and timeline

1. Close the books for the year and finalise the financial statements.
2. Complete the statutory audit and obtain the auditor's report.
3. Prepare the director's report and record the board approvals.
4. File AOC-4 within 180 days of the year end (by 27 September for a March year end).
5. File MGT-7A, usually by 29 November.
6. Complete DIR-3 KYC for the director, due by 30 September each year.
7. File ITR-6 within the income tax due date for the year.

Timelines depend on completeness, complexity and authority processing.

Government fees, penalties and due dates

AOC-4 and MGT-7A fees depend on nominal share capital and range from ₹200 to ₹600 per form, in the same slabs used for other companies (₹200 up to ₹1 lakh, ₹300 to ₹5 lakh, ₹400 to ₹25 lakh, ₹500 to ₹1 crore, ₹600 above).

• Late filing carries an additional per-day fee on each form; one source gives ₹100 a day per form with no cap.
• Non-filing of financial statements can attract ₹1,000 a day up to ₹10 lakh on the company, and fines on the director.
• A director who misses DIR-3 KYC has the DIN deactivated, and a reactivation fee of ₹5,000 is quoted by sources.
• Continued default can lead to strike-off by the ROC and disqualification of the director.

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• Treating the OPC as exempt from audit because it has one member.
• Counting AOC-4 days from an AGM that does not exist instead of from the year end.
• Forgetting DIR-3 KYC, which deactivates the DIN and blocks every filing.
• Not holding or minuting the two yearly board meetings.
• Skipping filings in a nil year.
• Letting the OPC cross the thresholds that force conversion without planning for it.

FAQs