OPC annual compliance, explained
| Term | What it means |
|---|---|
| Deemed AGM date | An OPC holds no AGM, so the adoption of accounts and ADT-1 are referenced to a deemed date. Sources differ on exactly which date that is, which is why we tie the adoption resolution to the AOC-4 filing date and file MGT-7A with it. |
| MGT-7A | The abridged annual return an OPC or small company files in place of MGT-7. Section 92(4) gives 60 days from the date the AGM should have been held. Signed by the company secretary or, where there is none, by a director. |
| Statutory audit | Mandatory for every company at any turnover. The auditor is appointed under section 139 and reports under section 143(3), and that report is a required attachment to AOC-4. Separate from a tax audit, which is under income-tax law. |
The OPC year on one page
Every date here runs from 31 March, not from a meeting. These are the filings for a financial year ending 31 March 2026.
| Filing | What it is | Due | For FY 2025-26 |
|---|---|---|---|
| Statutory audit | Accounts audited and the auditor's report signed under section 143(3) | Before the accounts are adopted | Plan for August |
| Adoption of accounts | Member's resolution adopting the financial statements, entered in the minutes book (section 122(3)) | On or before the AOC-4 filing date | By 27 September 2026 |
| AOC-4 | Financial statements with the board's report and the auditor's report | Within 180 days of the financial year close (proviso to section 137(1)) | 27 September 2026 |
| MGT-7A | Abridged annual return for an OPC or small company | 60 days from the date the AGM should have been held (section 92(4)) | Filed with AOC-4, see below |
| ADT-1 | Notice of the auditor's appointment or reappointment | Within 15 days of the appointment | Only in a year of appointment |
| ITR-6 | Income tax return of the company | 31 October 2026 where the accounts are audited | 31 October 2026 |
| DIR-3 KYC | Director's KYC, once every three financial years | 30 June | Next due 30 June 2028 for a compliant director |
| DPT-3 | Return of deposits, where it applies | 30 June | 30 June 2026 |
| MSME-1 | Half-yearly return of dues to MSME suppliers, where it applies | 30 April and 31 October | Both dates |
| INC-4 | Change of nominee or withdrawal of consent by the nominee | On the event | Only if the nominee changes |
No AGM, and no cash flow statement. Section 96(1) exempts an OPC from holding an annual general meeting. The proviso to section 2(40) leaves a cash flow statement out of an OPC's financial statements. The balance sheet, the profit and loss account, the notes, the board's report and the auditor's report are all still required.
When a co-founder or investor joins, see converting to a private limited company.
The MGT-7A date, and why you will see two answers online
The rule is clear; the calendar date for an OPC is not. Section 92(4) requires the annual return to be filed within 60 days of the annual general meeting, or, where no AGM is held, within 60 days of the date on which the AGM should have been held.
An OPC never holds an AGM. So the 60 days have to run from a date that does not exist, and practitioners fill the gap differently. One reading counts from the last date on which an AGM would otherwise have been due; another counts from the date the member actually adopts the accounts, which cannot be later than 27 September. The two readings land a few days apart in late November.
We do not ask clients to bet on a reading. We file MGT-7A along with AOC-4, or immediately after it. Both forms are ready at the same point, the additional fee is ₹100 a day on each, and filing early costs nothing while filing on the wrong reading costs ₹100 a day. If your last return was filed on the later reading, tell us and we will check whether an additional fee was charged.
Audit is not optional, whatever the turnover
There is no turnover threshold for a company audit. Every company's accounts are audited, and an OPC is a company under section 2(62).
- The board appoints the first auditor within 30 days of incorporation under section 139(6). If it does not, the member appoints within 90 days.
- The auditor reports under section 143(3), and that report is a mandatory attachment to AOC-4.
- Rotation does not apply to an OPC. Auditor rotation under section 139(2) excludes one person companies and small companies.
- A tax audit is a separate question, driven by turnover or receipts thresholds under income-tax law. Most OPCs need the statutory audit and not the tax audit.
An OPC with nil turnover, nil expenses and an unused bank account still requires a statutory audit and an auditor's report. This is the single most common reason a first-year OPC misses 27 September: the audit was never started. See auditor appointment for the ADT-1 mechanics, and tax audit for the income-tax side.
How the year runs, step by step
- Records and reconciliation. We read your books, bank statements and last filed AOC-4, and confirm the DIN and DIR-3 KYC status of the director, with the year of the last KYC filed.
- Audit. The auditor's report under section 143(3) is a mandatory attachment to AOC-4, and the audit has to be finished before the member adopts the accounts.
- Adoption. The member's resolution adopting the accounts is entered in the minutes book and signed, on or before the filing date.
- Filing. AOC-4 with the board's report and the auditor's report, then MGT-7A with it or immediately after, and ADT-1 in a year of appointment.
- Tax. ITR-6 by 31 October 2026 for FY 2025-26 where the accounts are audited.
Board meetings, the nominee and the director's KYC sit alongside. An OPC with a single director records resolutions in the minutes book; with two or more directors, section 173(5) requires at least one board meeting in each half of the calendar year, with a gap of not less than 90 days between the two.
Send your records by email or WhatsApp. We reconcile the adoption date, the auditor's report and the figures before either form is filed.
Fees
Our annual fee starts at ₹4,999. The MCA fees on AOC-4 and MGT-7A depend on your authorised share capital.
Professional fee
| Service | Regikart fee |
|---|---|
| OPC annual compliance: audit coordination, adoption resolution, AOC-4 and MGT-7A, ADT-1 where due, ITR-6 | From ₹4,999 a year |
| Clearing earlier years that were never filed | Quoted after we pull your filing history |
Government fee (by authorised share capital)
| Authorised share capital | AOC-4 | MGT-7A | ADT-1 |
|---|---|---|---|
| Less than ₹1,00,000 | ₹200 | ₹200 | ₹200 |
| ₹1,00,000 to less than ₹5,00,000 | ₹300 | ₹300 | ₹300 |
| ₹5,00,000 to less than ₹25,00,000 | ₹400 | ₹400 | ₹400 |
| ₹25,00,000 to less than ₹1,00,00,000 | ₹500 | ₹500 | ₹500 |
| ₹1,00,00,000 and above | ₹600 | ₹600 | ₹600 |
DIR-3 KYC carries no fee when it is filed within the cycle. ITR-6 has no filing fee.
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
What late filing costs
Keep the additional fee and the penalty apart. They are different things and both can apply.
Additional fee on AOC-4 and MGT-7A: ₹100 per day, per form, with no upper limit. It runs from the day after the due date until the form is filed. Two forms, six months late, is roughly ₹36,000 of additional fee on a filing whose normal fee is ₹400.
Penalty, and the OPC concession. Sustained default under sections 92 and 137 exposes the company and the officer in default to adjudication. Section 446B gives an OPC, a small company, a start-up company and a producer company a lower exposure: not more than one half of the penalty specified in the relevant section, subject to the maximums prescribed. It is a real concession, and it is not a reason to file late.
The consequence that is not money. Prolonged non-filing leads to disqualification of the director under section 164(2) and to strike-off action by the Registrar. An OPC has one director and one member, usually the same person, so a disqualification lands on the only person who can sign anything. If that has already happened, start with DIN reactivation.
Where an OPC's compliance actually breaks
- Applying private limited dates. 30 October and 29 November are not OPC dates. 27 September is.
- Starting the audit in September. The audit has to be complete before the member adopts the accounts, and adoption has to be on or before the filing date.
- An adoption date that contradicts AOC-4. The form asks for it. An inconsistent date causes resubmission.
- Forgetting INC-4. A nominee who has died, emigrated or withdrawn consent, with no INC-4 filed, is a live defect in the company's records.
- Assuming DIR-3 KYC is annual. It is now a three-year cycle, and the next date is 30 June 2028.
- Treating a nil year as no year. A nil OPC files everything a trading OPC files. If the OPC is not trading, see dormant company status.
Not sure which filings your OPC has missed? Send us your CIN and we will pull the filing history and tell you what is open and what it will cost to clear.
Related: one person company registration · annual ROC filing · DIR-3 KYC · compliance calendar