OPC Annual Filing: Key Deadlines

OPC Annual Filing: Key Deadlines

For a One-Person Company (OPC) registered under Section 2(62) of the Companies Act 2013, annual compliance runs from April through to late November every year. For FY 2025-26, your four critical MCA V3 deadlines are: AOC-4 by 27 September 2026, DIR-3 KYC by 30 September 2026, ITR-6 by 31 October 2026 (if a tax audit applies), and MGT-7A by late November 2026. Miss any of these and you face ₹100-per-day MCA additional fees, possible DIN deactivation, and — after two consecutive years of defaults — Registrar of Companies (RoC) strike-off action under Section 248 of the Companies Act 2013.

What Makes an OPC Different from a Private Limited Company

An OPC is structurally unique: it has exactly one member who is simultaneously the sole shareholder, and a nominee named under Section 3(1)(c) who steps in on the member's death or incapacity. This structure unlocks several compliance relaxations — but does not eliminate annual filing obligations.

Board meetings. Section 173(5) provides that an OPC with only one director need not hold formal board meetings at all. Where the OPC has two or more directors, at least one meeting per half-calendar-year is required, with a minimum gap of 90 days between meetings.

Annual General Meeting. An OPC with a single member is exempt from holding an AGM. This matters directly for filing deadlines: whereas a private limited company's AOC-4 is due within 30 days of its AGM, and MGT-7 is due within 60 days of AGM, an OPC operates on different trigger events — the close of financial year and the date on which financial statements are signed.

Financial statements. The single member signs the financial statements directly, in lieu of board approval at an AGM. This signed date is the start point for calculating the MGT-7A deadline.

Audit. Unlike a sole proprietorship, an OPC is a separate legal entity and must appoint a statutory auditor irrespective of its turnover or revenue size. There is no de-minimis threshold that exempts a company from statutory audit.

Understanding these distinctions is essential before you touch a single form on MCA V3 — they determine which deadlines apply and how they are counted.

The Annual Filing Checklist: Every Form You Must Submit

AOC-4 — Financial Statements

What it covers. AOC-4 carries the audited balance sheet, profit and loss account, cash flow statement (mandatory for all companies including OPCs, unless specifically exempted by a specific class exception order), Directors' Report, and Auditor's Report for FY 2025-26.

When it is due. Unlike a private limited company's 30-day post-AGM window, an OPC files AOC-4 within 180 days from the close of the financial year. For FY 2025-26 (ending 31 March 2026), that gives you until 27 September 2026.

How to file. Log into the MCA V3 portal (mca.gov.in), navigate to E-Filing → Company Forms Filing → AOC-4. You will need:

1. Audited financial statements signed by the member
2. Directors' Report (even a one-director OPC must prepare this under Section 134)
3. Auditor's Report (signed and dated by the statutory auditor)
4. Digital Signature Certificate (DSC) of the director
5. Board resolution for approval of financial statements (where applicable)

Fee structure. The government filing fee depends on your authorised share capital. Additionally, if you file after 27 September 2026, an MCA additional fee of ₹100 per day of delay begins accruing from day one — with no upper ceiling on the additional fee itself.

MGT-7A — Annual Return (Abridged)

Who files it. OPCs and small companies file the abridged annual return in Form MGT-7A rather than the full MGT-7 required of other private limited companies. MGT-7A captures shareholding pattern, directors' details, indebtedness, and particulars of transfers during the year.

When it is due. MGT-7A must be filed within 60 days from the date on which the financial statements are signed by the single member. If the member signs on 27 September 2026 (the AOC-4 deadline day), MGT-7A falls due on 26 November 2026. Many OPCs sign earlier and file AOC-4 ahead of the deadline — in which case MGT-7A falls due 60 days from that earlier date.

Practical tip. Do not delay signing your financial statements to push out the MGT-7A deadline. The date of signing is a declared fact in both forms. Inconsistency between the date in AOC-4 and the date used to calculate MGT-7A deadline attracts scrutiny during RoC processing.

ADT-1 — Auditor Appointment or Reappointment

First auditor. The Board (or the sole director, in an OPC) must appoint the first statutory auditor within 30 days of incorporation. This auditor holds office until the conclusion of the first AGM — or, in the case of an OPC that holds no AGM, until the date on which the financial statements are first signed.

Subsequent auditors. Subsequent auditors are appointed for a term of five consecutive years under Section 139 of the Companies Act 2013. ADT-1 must be filed on MCA V3 within 15 days of the appointment or reappointment. If your current auditor's five-year term expires at the end of FY 2025-26, ensure reappointment is completed and ADT-1 filed before 15 April 2026 — or within 15 days of the resolution date, whichever applies.

Common error. Many OPCs treat ADT-1 as a one-time form. In practice, every fresh five-year appointment triggers a new ADT-1. Failure to file ADT-1 attracts a penalty under Section 147 and may also cause the auditor's appointment itself to be questioned.

DIR-3 KYC — Director KYC Verification

Who must file. Every individual who holds a Director Identification Number (DIN) — whether or not they are a current director — must complete DIR-3 KYC annually. For FY 2025-26, the deadline is 30 September 2026.

Two modes of filing.

• DIR-3 KYC (DSC-based): Required for first-time KYC filers, or those changing their mobile number or email. Requires DSC, OTP verification on mobile and email.
• DIR-3 KYC-Web: Available for directors who completed KYC in a prior year and have no changes to their contact details. Faster to complete — but only works if the details on record are still current.

Consequence of non-filing. If you miss 30 September 2026, the MCA system automatically deactivates your DIN. You cannot sign any MCA form, authorise any document, or act as director until you pay the ₹5,000 reactivation fee and complete KYC. In an OPC with a single director, DIN deactivation effectively freezes all MCA-level activity for the company.

ITR-6 — Income Tax Return

Which form applies. All companies other than those claiming exemption under Section 11 (charitable organisations) file ITR-6. This includes every OPC, regardless of profit or loss.

Due dates for AY 2026-27 (FY 2025-26):

• No tax audit: 31 July 2026
• Tax audit required under Section 44AB: 31 October 2026
• Transfer pricing cases: 30 November 2026

Filing ITR-6 requires the company's PAN, TAN, audited accounts, and (where applicable) the tax audit report in Form 3CA-3CD uploaded by the auditor on the Income Tax portal.

Deadline Calendar for FY 2025-26 at a Glance

Audit Requirements: Statutory Audit and Tax Audit

Statutory Audit

Every OPC must appoint a Chartered Accountant in practice as its statutory auditor. There is no turnover or capital threshold below which a company is exempt. The auditor conducts the audit of the books of accounts maintained under Section 128 and issues the audit report under Section 143, which forms part of the AOC-4 filing.

The audit fieldwork for FY 2025-26 (year ending 31 March 2026) should ideally be completed by June 2026 to leave enough time for management review, Directors' Report drafting, and filing well before the September deadline.

Tax Audit Under Section 44AB

A separate tax audit is required where:

• Business turnover exceeds ₹1 crore (or ₹10 crore where cash receipts and cash payments are each below 5% of total receipts and payments respectively during the year), or
• Professional receipts exceed ₹50 lakh

The tax auditor files Form 3CA-3CD on the Income Tax e-filing portal by 30 September 2026. The company's ITR-6 cannot be filed until the auditor uploads 3CA-3CD, so any delay in completing the tax audit directly delays the ITR.

Penalty for missing the tax audit. Under Section 271B, the penalty is 0.5% of total sales, turnover, or gross receipts, capped at ₹1.5 lakh. This is not discretionary — it is assessed mechanically unless the assessee proves reasonable cause.

Penalties for Missing OPC Deadlines

Understanding the structure of penalties helps you prioritise which delays to rectify first.

AOC-4 and MGT-7A (MCA Additional Fee). The MCA charges an additional fee of ₹100 per day of delay for each form separately. This begins from the day after the due date and continues until the date of actual filing. There is no published cap on the additional fee itself, meaning a very long delay becomes very expensive.

Prosecution under the Companies Act. Beyond the additional fee, the RoC can initiate prosecution:

• Section 137 (AOC-4): Company fined ₹1,000 per day of continuing default, up to a maximum of ₹10 lakh. Directors face a fine between ₹1 lakh and ₹5 lakh, or imprisonment up to six months, or both.
• Section 92 (MGT-7A): Company and officers in default: ₹50,000 fixed penalty plus ₹100 per day of continuing failure, up to ₹5 lakh in total.

DIR-3 KYC. Late DIR-3 KYC attracts a flat fee of ₹5,000 per director. DIN deactivation occurs automatically on 1 October 2026 for any DIN holder who has not completed KYC by 30 September 2026.

ITR-6 Late Filing (Section 234F).

• ₹5,000 if filed after due date but before 31 December 2026
• ₹10,000 if filed after 31 December 2026
• ₹1,000 where total income does not exceed ₹5 lakh

Interest under Sections 234A (for delay in filing) and 234B/234C (for shortfall or deferral of advance tax) also runs from the original due date.

Strike-off risk. Under Section 248(1)(b), the RoC may strike off an OPC's name from the register if it fails to file financial statements or annual return for two immediately preceding financial years. Strike-off results in dissolution — and the director's DIN records the default, which can impede future company incorporations or directorships.

Worked Example: The True Cost of Missing Three Deadlines

Assume Priya Menon's OPC, incorporated in 2022, had a turnover of ₹85 lakh in FY 2025-26 (below the ₹1 crore tax audit threshold). She is the sole director and the DIN holder. Her company secretary leaves in August and she loses track of deadlines.

Scenario: Priya files AOC-4 on 25 November 2026 (59 days late), MGT-7A on 10 December 2026 (approximately 14 days late, assuming FS signed 27 September 2026), and misses DIR-3 KYC altogether — completing it on 15 November 2026.

That ₹17,300 is only the government fees. Add professional fees for emergency compliance filing and the real cost exceeds ₹35,000–₹50,000. More seriously, Priya's DIN was deactivated from 1 October to 15 November 2026 — 46 days during which she could not sign any MCA document or authorise any official communication for her company. If a bank or contract counterparty needed a board resolution during that window, the DIN deactivation would have caused a commercial disruption far exceeding the filing fee.

Now extend the scenario: if Priya had also missed both AOC-4 and MGT-7A for FY 2024-25 (prior year), the RoC would have grounds to initiate strike-off proceedings under Section 248. Restoring a struck-off OPC requires an application to the NCLT — a process that costs significantly more in legal fees and time.

Common Pitfalls to Avoid

1. Treating the 180-day AOC-4 window as a comfort zone. Many OPC directors think "180 days is plenty" and start serious audit work only in July or August. By then, the auditor's bandwidth is constrained by GST reconciliations, ITR rush, and other clients. Start audit fieldwork by April for a clean 27 September filing.

2. Confusing the MGT-7A trigger with a fixed date. MGT-7A is not due on a fixed calendar date — it is due 60 days from the date the financial statements are signed. If you sign on 1 August 2026, MGT-7A is due by 30 September 2026, not November. Sign too late and you compress the MGT-7A window; sign inconsistently between years and you create anomalies in your filing history.

3. Skipping DIR-3 KYC because "nothing changed." Even if your mobile number, email, and address are identical to last year, you must complete DIR-3 KYC-Web every year. Inaction is not the same as confirmation. The MCA system does not carry forward prior-year KYC compliance.

4. Filing ADT-1 late after the five-year auditor term ends. If your first auditor was appointed on, say, incorporation in FY 2021-22 for a five-year term ending FY 2025-26, the reappointment for the next five years must be done now, and ADT-1 must be filed within 15 days of the resolution. Many OPCs discover a lapsed ADT-1 only when preparing AOC-4 — by which time they are already out of time.

5. Ignoring advance tax obligations for the OPC. An OPC is a company and is subject to advance tax under Section 207. Failure to pay advance tax by the scheduled instalments (15 June, 15 September, 15 December, 15 March) triggers interest under Sections 234B and 234C. This is separate from the ITR-6 filing deadline.

6. Allowing the nominee's information to go stale. The nominee's name and consent under INC-3 must be updated if the nominee changes. An outdated or deceased nominee on record creates a structural compliance gap that surfaces during any future conversion or restructuring of the OPC.

7. Mixing up MCA V2 and MCA V3 processes. After the migration to MCA V3, all annual filing for OPCs happens on the new portal. Old SRN numbers from MCA V2 are not visible in MCA V3 in all cases. Ensure your login credentials, company CIN mapping, and DSC registration are all completed on MCA V3 before you attempt any filing — not on the deadline day itself.

A Month-by-Month Compliance Calendar

Use this forward-looking calendar for FY 2025-26 annual compliance:

• April 2026 — Commence audit fieldwork. Engage statutory auditor. Reconcile Books of Accounts with GST returns (GSTR-2B vs. purchase register, GSTR-1 vs. outward supply).
• May 2026 — Complete audit fieldwork. Draft Directors' Report. Ensure all TDS payments and TDS returns (24Q/26Q) are current.
• June 2026 — Receive draft financial statements from auditor. Advance tax instalment due 15 June. Review for related-party transactions disclosures.
• July 2026 — Finalise audited accounts. File ITR-6 by 31 July 2026 if no tax audit applies. Advance tax second instalment: 15 September (plan ahead).
• August 2026 — File Form 3CA-3CD (tax audit report) if applicable — target filing well before 30 September.
• September 2026 — File AOC-4 by 27 September 2026. File DIR-3 KYC by 30 September 2026. File 3CA-3CD (tax audit) by 30 September 2026.
• October 2026 — File ITR-6 by 31 October 2026 (where tax audit applies). Advance tax third instalment: 15 December (plan ahead).
• November 2026 — File MGT-7A by ~26 November 2026 (60 days from FS signing date). Confirm all MCA V3 SRNs are in "Approved" status.
• December 2026 onwards — Begin pre-audit checklist for FY 2026-27. Assess whether OPC conversion to private limited company is warranted (turnover exceeding ₹2 crore or paid-up capital exceeding ₹50 lakh triggers mandatory conversion under Section 18 read with Rule 6 of Companies (Incorporation) Rules 2014).

When Must an OPC Convert to a Private Limited Company?

This is often overlooked during annual filing season — but it is directly triggered by numbers that surface in the audited accounts. An OPC must convert into a private limited company if its paid-up share capital exceeds ₹50 lakh or its average annual turnover during the relevant period exceeds ₹2 crore. The conversion must be completed within six months of the threshold being crossed. The director who files AOC-4 for a year in which these thresholds are breached is also the director who must initiate conversion — making this an annual compliance check, not a one-time exercise.

The conversion process involves filing INC-6 on MCA V3, amending the Memorandum of Association and Articles of Association, and updating the nominee structure (which ceases to apply post-conversion). Start this process before the AOC-4 is filed for the threshold-breaching year.

Key Takeaways

• AOC-4 is due by 27 September 2026 for FY 2025-26 — not 60 days from an AGM (OPCs have no AGM requirement). Start audit fieldwork in April to avoid a September crunch.
• MGT-7A is due 60 days from the date financial statements are signed — this is a floating deadline, not a fixed one. Sign and file AOC-4 early to give yourself more runway on MGT-7A.
• DIR-3 KYC must be completed by 30 September 2026 every year, even if nothing has changed. A missed KYC automatically deactivates your DIN, freezing all MCA activity for the OPC.
• Tax audit under Section 44AB is required above ₹1 crore turnover (goods) or ₹50 lakh (professional receipts); the tax audit report in Form 3CA-3CD must be filed by 30 September and ITR-6 by 31 October 2026.
• Late filing carries ₹100/day MCA additional fee per form — plus prosecution penalties up to ₹10 lakh for AOC-4 defaults under Section 137 and ₹5 lakh for MGT-7A defaults under Section 92.
• Two consecutive years of missed filings gives the RoC grounds to strike off the OPC under Section 248 — a far costlier outcome than any late-filing fee.
• Check conversion thresholds every year: if paid-up capital exceeds ₹50 lakh or average turnover exceeds ₹2 crore, mandatory OPC-to-private-limited conversion must begin within six months of the threshold being crossed.