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OPC Compliance: Annual Filings, Audit & ROC Requirements for a One Person Company │ N D Savla & Associates
Company Compliance

OPC Compliance: What a One Person Company Must File Every Year
AOC-4, MGT-7A, Audit, ITR-6 & Director KYC

An OPC is a simplified structure, built so that a single entrepreneur can run a company with limited liability and no co-founder, and it does enjoy some genuine relaxations — notably no annual general meeting and a lighter annual return. But simplified does not mean exempt. An OPC still files its financial statements and annual return with the RoC, still gets its accounts audited, still files an income tax return even in a year of no income, and still keeps its director's KYC current. Miss these, and the penalties accrue by the day.

Part of our Company Compliance practice: Company Compliance Annual Filings One Person Company AOC-4

What Is OPC Compliance?

A One Person Company is a company under the Companies Act, 2013 with a single member, and legally, most of the provisions that apply to a private limited company apply to it as well. OPC compliance is the ongoing obligation that flows from that status: maintaining proper books, getting them audited, filing the financial statements and annual return with the Registrar, filing an income tax return, and keeping the director and the company records current. These are mandatory for every OPC, whatever its size and whether or not it did any business during the year.

Where an OPC differs from a larger company is in a handful of relaxations designed for a one-person structure. It does not hold an annual general meeting, it files a simplified annual return, and its financial statement filing runs on its own timeline. Understanding both sides — the obligations that are the same and the reliefs that are specific to an OPC — is what OPC compliance is about.

N D Savla & Associates is a firm of Chartered Accountants and Company Secretaries in Mumbai that manages the full company compliance cycle for One Person Companies, from the audit and the annual filings to the tax return and the director's KYC. The focus is practical: knowing the OPC's specific forms and timelines, and keeping every one of them on schedule so the company stays active and penalty-free.

The Annual Compliance an OPC Must Complete

An OPC's yearly cycle centres on a set of core filings with the RoC and the tax department:

Financial Statements — AOC-4

The audited financial statements, filed within 180 days of the end of the financial year.

Annual Return — MGT-7A

The simplified annual return, filed within 60 days of the financial statements being adopted.

Statutory Audit

The audit of the accounts, completed before the AOC-4 filing — mandatory at any turnover.

Income Tax Return — ITR-6

The company's tax return, by 31 October (audit case), for the assessment year — even in a nil year.

Director KYC — DIR-3 KYC

The director's KYC, kept current as per the applicable KYC cycle — a lapse deactivates the DIN.

Return of Deposits — DPT-3

Filed annually, by 30 June, for amounts as on 31 March, where there are loans or amounts to report.

ComplianceFormTimeline
Financial statementsAOC-4Within 180 days of the end of the financial year
Annual returnMGT-7AWithin 60 days of the financial statements being adopted
Statutory auditAuditor's reportAudit completed before the AOC-4 filing
Income tax returnITR-6By 31 October (audit case), for the assessment year
Director KYCDIR-3 KYCAs per the applicable KYC cycle
Return of depositsDPT-3Annually, by 30 June, for amounts as on 31 March
The OPC uses MGT-7A, not MGT-7: A One Person Company files its annual return in Form MGT-7A, the simplified return introduced for OPCs and small companies, not the longer MGT-7 used by other companies. Because an OPC holds no annual general meeting, its MGT-7A due date is measured from the financial year, not from an AGM, which is a distinction that trips up many first-time filers.

The Relaxations an OPC Gets — Compared With a Private Limited Company

The OPC structure carries real, if limited, compliance relief compared with a private limited company:

No annual general meetingResolutions that a general meeting would pass are simply recorded and signed by the sole member.
A simplified annual returnThe OPC files the shorter MGT-7A rather than the full MGT-7.
A distinct AOC-4 timelineBecause there is no AGM, the financial statements are filed within 180 days of the end of the financial year.
Board meeting reliefAn OPC with a single director is subject to relaxed board meeting requirements, though its decisions still have to be minuted under Section 122.

These reliefs reduce the paperwork, but every filing obligation on financial statements, the annual return, audit, and tax remains fully in force. Because an OPC is legally close to a private limited company, it helps to see where the two differ in practice:

Compliance pointOne Person CompanyPrivate Limited Company
Annual general meetingNot requiredRequired each year
Annual return formMGT-7A (simplified)MGT-7
Financial statements (AOC-4)Within 180 days of year endWithin 30 days of the AGM
Statutory auditMandatory, any turnoverMandatory, any turnover
Income tax returnITR-6ITR-6
Minimum directorsOneTwo
Board meetingsRelaxed for a sole directorAt least four a year

Audit and Income Tax for an OPC

Two obligations sit alongside the RoC filings and are just as mandatory. The first is the statutory audit: every OPC must appoint an auditor and have its accounts audited under the Companies Act, regardless of turnover, and the auditor's report feeds into the AOC-4 filing. The first auditor is appointed within 30 days of incorporation.

The second is the income tax return: an OPC is taxed as a company and files ITR-6, and this is required even in a year of no income or a loss. A tax audit under Section 44AB applies additionally where turnover crosses the prescribed limit. In short, an OPC carries both a company-law audit and a corporate tax filing every year, without exception.

First-Year and One-Time Compliance

A newly incorporated OPC has some one-time obligations that must be dealt with before the annual cycle settles in:

First auditorThe first statutory auditor is appointed by the board within 30 days of incorporation.
Commencement of businessForm INC-20A is filed within 180 days of incorporation, after the subscribed capital is brought in; the company cannot begin operations or borrow until it is filed.
Registered officeWhere the registered office was not finalised at incorporation, its details are filed in INC-22 within the prescribed time.
Statutory registersThe registers of members, directors, and charges, and the minutes book, are opened and maintained from the outset.

When an OPC Must Convert

An OPC is meant for a business at a certain scale, and the law once forced a conversion when it grew beyond that. Those thresholds have since been relaxed. Under the rules as amended in 2021, an OPC is no longer required to convert into a private limited company merely because it crosses a paid-up capital or turnover figure; the earlier mandatory conversion on exceeding Rs 50 lakh of paid-up capital or Rs 2 crore of average turnover was removed, and an OPC may now grow without that automatic trigger. A conversion, whether voluntary or otherwise, is still available and is sometimes the right commercial choice, but it is worth knowing the current position so a decision is made deliberately rather than under a rule that no longer applies.

The mandatory conversion threshold was removed: Earlier, an OPC had to convert into a private limited company once its paid-up capital exceeded Rs 50 lakh or its average annual turnover exceeded Rs 2 crore. The 2021 amendment removed this automatic conversion requirement, so an OPC can now continue and grow as an OPC. Conversion remains available as an option, but it is no longer forced by these thresholds.

What Late or Missed Compliance Costs

The penalties for OPC default are the same corporate penalties that apply to any company, and they are unforgiving because several accrue daily:

Additional fees on RoC filingsA late AOC-4 or MGT-7A attracts an additional fee of Rs 100 per day, per form, with no cap, so a filing months late becomes very expensive.
Penalties on the company & directorContinued default attracts penalties on the OPC and on its director under the Companies Act.
Income tax consequencesA late ITR-6 attracts a late fee and interest, and can cost the carry-forward of losses.
DIN deactivationA missed DIR-3 KYC deactivates the sole director's DIN, which then blocks every other filing until it is restored.
Loss of active statusPersistent non-compliance can lead to the company being marked as a defaulter, and ultimately to strike-off.

A worked example: an OPC's first full year

Suppose an OPC was incorporated last year and has just completed its first full financial year with modest turnover. Its compliance for the year runs like this:

  1. The accounts are audited. Its appointed auditor audits the books and issues the report, whatever the turnover.
  2. AOC-4 is filed. The audited financial statements are filed within 180 days of the year-end.
  3. MGT-7A is filed. The simplified annual return is filed within 60 days of the financial statements being adopted, with no AGM required.
  4. ITR-6 is filed. The company files its income tax return as a company, even though the income is small.
  5. DIR-3 KYC and DPT-3. The director's KYC is kept current, and DPT-3 is filed if there are loans or amounts to report.

Documents and Information Needed

Running an OPC's annual compliance draws on:

The books of accountWith bank statements, invoices, and the ledgers for the financial year.
The financial statementsThe balance sheet and profit and loss account, prepared for audit.
The auditor's report & appointmentWith the details for the ADT-1 filing where applicable.
Director & member detailsIncluding the nominee, and the DIN and KYC particulars of the director.
The digital signatureOf the director, used to sign the RoC and tax filings.

How We Help With OPC Compliance

We run the whole OPC compliance cycle, so the sole owner can focus on the business rather than the filings. The six service blocks below cover the full engagement.

01

Compliance Calendar

We build a calendar of your OPC's filings and due dates for the year — the 180-day AOC-4 window, the 60-day MGT-7A window, the tax deadlines, and the KYC cycle — so nothing is missed.
02

Accounts & Audit

We prepare or review the financial statements and coordinate the statutory audit — mandatory for every OPC at any turnover — so the auditor's report is ready to feed into the AOC-4 filing.
Companies Act Audit
03

ROC Filings

We file AOC-4 and MGT-7A within their OPC-specific timelines, with the auditor and other forms as needed — keeping the daily Rs 100 additional fee permanently off the table.
AOC-4 / MGT-7A
04

Tax Filing

We file the OPC's ITR-6 — required even in a nil year — and handle the tax audit where turnover requires it.
ITR-6 / Section 44AB
05

Director & Records

We keep the DIR-3 KYC current — a lapse deactivates the sole director's DIN and blocks every other filing — and maintain the statutory registers and minutes.
06

Advisory

We advise on conversion, growth, and any event-based filing as the business develops — including whether a voluntary conversion to a private limited company suits the business, now that the mandatory thresholds are gone.

Common Mistakes to Avoid

A few avoidable errors cause most OPC compliance problems:

Filing MGT-7 instead of MGT-7AAn OPC uses the simplified MGT-7A, and its due date runs from the financial year, not an AGM.
Assuming no filing in a nil yearAn OPC must file AOC-4, MGT-7A, and ITR-6 even in a year of no business, loss, or zero income.
Skipping the auditEvery OPC needs a statutory audit regardless of turnover; it is not linked to a threshold the way a tax audit is.
Missing INC-20AA new OPC cannot commence business or borrow until the declaration of commencement is filed within 180 days.
Letting the director's KYC lapseA missed DIR-3 KYC deactivates the sole director's DIN and blocks every other OPC filing.

Why One Person Companies Choose Us

An OPC is often a solo founder wearing every hat, and its compliance is easy to let slip precisely because it looks simple — until a Rs 100-a-day penalty on a late AOC-4, or a deactivated DIN, brings it into focus. We take the whole thing off the founder's plate: we build the compliance calendar, prepare the accounts, run the audit, file AOC-4 and MGT-7A on their OPC-specific timelines, file the ITR-6, and keep the director's KYC and the statutory records current.

Because we handle it as a single managed cycle rather than form by form, nothing falls through, and the company stays active and clean. For a solo entrepreneur running an OPC, this means corporate compliance handled quietly in the background, correctly and on time.

Our Broader Compliance Practice

OPC compliance sits inside a wider compliance map. Our related services cover:

Common Questions on OPC Compliance

What is OPC compliance?
OPC compliance is the set of annual and event-based filings a One Person Company must complete under the Companies Act, the Income Tax Act, and, where applicable, GST. It includes filing the financial statements in AOC-4, the annual return in MGT-7A, getting the accounts audited, filing an ITR-6, and keeping the director's KYC and the company records current.
Does an OPC have to file annual returns even with no business?
Yes. Every OPC must file its financial statements in AOC-4, its annual return in MGT-7A, and its income tax return in ITR-6, even in a year with no business, a loss, or zero income. RoC and tax filings are mandatory regardless of turnover or activity.
Which annual return form does an OPC file?
An OPC files Form MGT-7A, the simplified annual return introduced for One Person Companies and small companies, rather than the full MGT-7. Because an OPC does not hold an annual general meeting, the due date for MGT-7A is measured from the financial year end rather than from an AGM.
Does an OPC need to hold an AGM?
No. A One Person Company is exempt from holding an annual general meeting. Any resolution that would normally be passed at a general meeting is instead recorded in the minutes book and signed by the sole member, which is one of the genuine relaxations the OPC structure offers.
Is a statutory audit mandatory for an OPC?
Yes. Every OPC must appoint a statutory auditor and have its accounts audited under the Companies Act, regardless of turnover. This is separate from a tax audit under Section 44AB, which applies additionally only where turnover crosses the prescribed limit. The first auditor is appointed within 30 days of incorporation.
What are the OPC due dates for AOC-4 and MGT-7A?
AOC-4, the financial statements, is filed within 180 days of the end of the financial year, since an OPC holds no AGM. MGT-7A, the annual return, is filed within 60 days of the financial statements being adopted. A late filing of either attracts an additional fee of Rs 100 per day, per form.
Does an OPC have to convert into a private limited company?
Not automatically any more. The earlier rule that forced conversion once paid-up capital exceeded Rs 50 lakh or average turnover exceeded Rs 2 crore was removed by the 2021 amendment, so an OPC can now continue and grow as an OPC. Conversion remains available as a voluntary option where it suits the business.
What happens if an OPC misses its filings?
A late AOC-4 or MGT-7A attracts an additional fee of Rs 100 per day, per form, with no cap, and continued default attracts penalties on the company and its director. A late ITR-6 brings a late fee and interest, a missed DIR-3 KYC deactivates the director's DIN, and persistent default can lead to loss of active status and strike-off.

Keep your OPC compliant with N D Savla & Associates

Whether your One Person Company is newly incorporated or a few years old, we can run its complete compliance cycle — the audit, the AOC-4 and MGT-7A filings, the ITR-6, and the director's KYC — accurately and on time.

Contact Our Team
N D Savla & Associates, Chartered Accountants
Head Office: Suit No. 102, L1, Ashok Premises, Nicholas Road, Andheri (East), Mumbai 400069 · Serving companies across India
Phone: +91 98218 32683  |  +91 98190 00511  |  +91 91670 58000 · Email: nainitsavla@savlagroup.in · ndsavlaa.com