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OPC Annual Filing & ROC Compliance

OPC annual filing means a One Person Company files its financial statements in AOC-4 within 180 days of the financial year end and its abridged annual return in MGT-7A, appoints an auditor and keeps its director's DIR-3 KYC current. An OPC holds no AGM, so its dates differ from an ordinary company. StampMitra files these for you.

What OPC annual compliance covers

A One Person Company (OPC) is a private company with one member (Section 2(62) of the Companies Act, 2013). Every year it files its financial statements in Form AOC-4 (Section 137) and an abridged annual return in Form MGT-7A (Section 92), appoints an auditor (Section 139) and its director completes DIR-3 KYC (Rule 12A).

Rules that are specific to an OPC

Every OPC files every year, including with zero turnover.

  • Every OPC, every year
  • Auditor is mandatory
  • No AGM
  • Board meetings
  • Small company limits
  • Converting

The OPC compliance calendar

AOC-4 runs from the year end.

  • Financial statements: AOC-4, Section 137
  • Annual return: MGT-7A, Section 92
  • Auditor appointment: ADT-1, Section 139
  • Director KYC: DIR-3 KYC Web, Rule 12A
  • Board meetings: Section 173(5)
  • Income tax return: ITR-6

Government fee for AOC-4, MGT-7A and ADT-1

The normal fee depends on nominal share capital.

  • Below ₹1 lakh: ₹200
  • ₹1 lakh to under ₹5 lakh: ₹300
  • ₹5 lakh to under ₹25 lakh: ₹400
  • ₹25 lakh to under ₹1 crore: ₹500
  • ₹1 crore or more: ₹600

Documents for OPC annual compliance

Filing documents and the bookkeeping inputs the audit needs.

  • Audited financial statements
  • Director's report and auditor's report
  • Nominee and member details
  • List of shareholder and directors
  • Auditor appointment papers
  • DSC of the director

The yearly sequence for an OPC

Find your AOC-4 date

Enter the last day of your financial year.

Additional fee and consequences of late filing

The additional fee is uncapped, while statutory penalties are capped. Do not confuse the two.

  • Late AOC-4 or MGT-7A: ₹100 per day per form, with no upper cap
  • Statutory penalty: A separate matter from the additional fee, decided through adjudication. For an OPC it is at most half of the stated
  • Directors: Disqualified for five years if no financial statements or annual returns are filed for three continuous years (Section 164(2)(a))
  • Director KYC missed: The DIN is deactivated
  • Years of inactivity: Strike-off can follow two years of no business without a dormant-status application; director disqualification follows

Estimate the additional fee for one late form

For AOC-4 or MGT-7A, per form.

Why OPC filings are returned

The wrong form is filed, such as MGT-7 instead of MGT-7A.

  • The wrong form is filed, such as MGT-7 instead of MGT-7A.
  • Nominee details are missing or do not match.
  • The financial statements are not signed by the sole member or director and the auditor.
  • Date logic errors for a "deemed AGM" that does not exist.
  • The DSC is not associated on MCA21 V3, or the auditor appointment filing is pending.

What StampMitra does for you

StampMitra is a filing assistance platform. It is not the government and not a law firm.

  • MCA annual filing
  • Financial statements
  • DIR-3 KYC and ITR-6
  • Bookkeeping

How it works

  1. Keep books and complete the audit Maintain the books and have a CA complete the statutory audit.
  2. Adopt the accounts The sole member adopts the financial statements; the director and the auditor sign.
  3. File AOC-4 and MGT-7A File AOC-4 within 180 days of year end and the MGT-7A on the date confirmed for your OPC.
  4. File ADT-1 and complete DIR-3 KYC Report the auditor appointment and complete DIR-3 KYC Web by 30 June of the due year.

Frequently asked questions

Does an OPC need an AGM?

No. An OPC is not required to hold an AGM; the sole member adopts the financial statements.

What is the AOC-4 deadline for an OPC?

Within 180 days of the end of the financial year, which is 27 September for a 31 March year end (Section 137 proviso).

What is the MGT-7A deadline?

Published sources count it differently for a company with no AGM. We confirm the date for your OPC before filing, so please do not rely on a generic date.

Is an auditor mandatory?

Yes. An OPC appoints an auditor, a practising CA, whatever its turnover.

Who signs the annual return?

The director, where no company secretary is appointed. Whether a company secretary's certificate is needed depends on the company's size.

What is the late fee?

₹100 per day per form, with no cap, for AOC-4 and MGT-7A. Statutory penalties are separate and capped.

Do I file an income tax return if turnover is nil?

Yes. A nil-turnover OPC still files ITR-6, on the Income-tax Department's due date.

How many Board meetings does an OPC need?

Section 173(5) treats one meeting in each half of the calendar year, 90 days apart, as compliance. It does not apply to an OPC with a single director.

Can directors be disqualified?

Only after three continuous financial years without filing financial statements or annual returns, and then for five years (Section 164(2)(a)).

When is DIR-3 KYC due now?

Once in every third financial year, by 30 June of the due year. It is no longer due every 30 September.

Can an OPC convert into a private company?

Yes, conversion is allowed. Ask us for the conditions that apply now before you plan around any quoted threshold.