OPC Form Filing Deadlines Guide

OPC Form Filing Deadlines Guide

A One Person Company registered under the Companies Act 2013 carries a surprisingly compact but non-negotiable compliance calendar. If your OPC is active for FY 2026-27, you must file AOC-4 by 27 September 2027, MGT-7A by 29 November 2027, renew DIR-3 KYC by 30 September 2026, submit DPT-3 by 30 June 2026, and handle MSME-1 twice a year. Miss any of these and you face escalating late fees at ₹100 per day plus adjudicated penalties — halved under Section 446B, but still capable of running into lakhs if ignored long enough.

The OPC Annual Compliance Calendar: Key Dates at a Glance

The table below covers the recurring forms for FY 2025-26 (the year just ended on 31 March 2026, with deadlines falling through late 2026) and FY 2026-27 (the year in progress). Event-based forms are covered separately below.

> How the AOC-4 date works: Section 137 of the Companies Act grants OPCs 180 days from the close of the financial year (31 March) to file financial statements. 180 days from 31 March = 27 September in a non-leap year.

> How the MGT-7A date works: OPCs are exempt from holding AGMs. Under Section 92, the annual return is due within 60 days of the date the AGM would have been held — conventionally 30 September (6 months from financial year end). 60 days from 30 September = 29 November.

Annual Filings: AOC-4 and MGT-7A in Detail

AOC-4: Filing Your Financial Statements on MCA V3

AOC-4 is the single most consequential annual filing for an OPC. It carries your audited Balance Sheet, Statement of Profit & Loss, cash-flow statement (if applicable), and the Board's report. The form is filed on the MCA V3 portal (mcav3.mca.gov.in), and it requires the auditor's digital signature at the point of submission.

Step-by-step process:

1. Close your books and prepare draft financials by end of April / early May.
2. Board resolution by the sole director approving the accounts (meeting minutes are still required even though there is only one director).
3. Auditor issues signed audit report. The auditor must be independent — the sole director or nominee cannot sign the audit.
4. Prepare the Board's report in accordance with Section 134. For an OPC, certain disclosures like corporate governance report and business responsibility report are not required, but the core disclosures (material changes post balance sheet, details of related-party transactions, energy/technology/forex disclosures if applicable) still apply.
5. Log in to MCA V3 → Annual Filing → AOC-4. Upload PDF attachments (financial statements, audit report, Board's report), fill in prescribed data fields.
6. Director DPIN and auditor DSC are needed for authentication.
7. Pay filing fee (based on authorised share capital — confirm on the MCA fee schedule at the time of filing).

What trips people up: Founders frequently discover too late that the auditor's appointment was never formalised on MCA (Form ADT-1), which blocks the AOC-4 submission. Verify ADT-1 status before the audit begins, not on the day you want to file.

MGT-7A: The Annual Return Unique to OPCs and Small Companies

OPCs and small companies file Form MGT-7A — a shorter version of the MGT-7 filed by larger private limited companies. MGT-7A captures:

• Name, registered office, corporate identification number
• Details of shares and debentures
• Details of the sole member and director (including DIN, PAN, nationality)
• Indebtedness details
• Penalties or compounding proceedings (if any)

MGT-7A is signed by the sole director alone. A practising Company Secretary signature is not mandatory for an OPC filing MGT-7A, which reduces compliance cost. However, if your OPC has crossed the threshold for mandatory CS appointment (paid-up share capital of ₹5 crore or more), a whole-time Company Secretary must sign.

Filing sequence matters: File AOC-4 before MGT-7A. The annual return references the financial data and audit completion, and MCA's system-level validations check for prior compliance.

Income Tax Return: ITR-6 and the October Window

An OPC files ITR-6 because it is a company and therefore cannot file under ITR-1 through ITR-5. The deadline for AY 2027-28 (i.e., income earned in FY 2026-27) is 31 October 2027, or 30 November 2027 if the company is subject to transfer pricing audit under Section 92E.

Key points for FY 2026-27 / AY 2027-28:

• Tax rate: A domestic company with turnover ≤ ₹400 crore in FY 2024-25 (two years prior) qualifies for the 25% base rate under Section 115BAA or the new concessional regime — confirm eligibility with your tax advisor for the specific year.
• Advance tax: Even OPCs must pay advance tax in four instalments (15 June, 15 September, 15 December, 15 March) if total tax liability exceeds ₹10,000. Interest under Sections 234B and 234C applies for shortfall.
• Audit linkage: If turnover exceeds ₹1 crore (or ₹10 crore for digital-transaction-heavy businesses under the current threshold), a tax audit under Section 44AB is required before the ITR is filed — which moves your effective deadline back by several weeks.

Director-Level Filings: KYC and Beyond

DIR-3 KYC: The 30 September Annual Obligation

Every person holding a Director Identification Number (DIN) — whether actively using it or not — must complete KYC by 30 September each year. For FY 2025-26, the deadline is 30 September 2026.

There are two modes:

• DIR-3 KYC (form-based): Required in the first year of KYC compliance for a DIN, and whenever your mobile number or email address changes. It requires DSC of the DIN holder and attestation by a practising CA or CS.
• DIR-3 KYC Web: An OTP-based annual renewal for subsequent years where no details have changed. Log in to MCA V3, navigate to e-KYC, confirm that mobile/email details remain the same, validate with OTPs, done. No DSC needed, no professional attestation needed.

Consequence of missing 30 September: Your DIN is marked deactivated by the system on 1 October. A deactivated DIN means you cannot sign any MCA form — effectively locking you out of all other filings including AOC-4 and MGT-7A. Reactivation requires filing DIR-3 KYC (form-based) with a ₹5,000 fee, which also confirms that the late filing fee on DIN deactivation is in addition to any other penalties.

DIR-8, DIR-12 and INC-4: The Supporting Cast

• DIR-8 (declaration of non-disqualification under Section 164): The sole director must submit a fresh declaration to the company at the beginning of every financial year. This is a board record, not an MCA portal filing — but missing it creates a documentary gap that an ROC inspection will flag.
• DIR-12 (change in director particulars): Any change — address, designation, cessation — must reach the ROC within 30 days of the event. For an OPC with a single director, any change in director status is especially sensitive because the company cannot operate without a director.
• INC-4 (change of nominee): When your nominated person (the person who would take over as sole member if you die or become incapacitated) changes or withdraws consent, file INC-4 within 30 days.

Statutory Audit: Mandatory Even With One Shareholder

The word "statutory" is important here. An OPC has one member, often the same person as the director — but none of that exempts it from an independent statutory audit under Section 139 of the Companies Act. The auditor must be a Chartered Accountant in practice who is not otherwise disqualified under Section 141.

Appointment timeline:

• First auditor: Within 30 days of incorporation, appointed by the Board (sole director). If the Board fails, the member appoints within 90 days.
• Subsequent auditors: The AGM equivalent date (30 September) triggers reappointment for a five-year block. File Form ADT-1 within 15 days of appointment.
• Auditor rotation: Mandatory rotation applies to OPCs only if they are public companies or meet prescribed paid-up capital or borrowing thresholds — most small OPCs are not caught by mandatory rotation, but check Section 139(2) rules if your OPC has grown.

The audit must be completed and the report signed before you can file AOC-4. Build your timeline accordingly: audit engagement by May, draft accounts finalised by end of June, audit signed off by August, AOC-4 filed in September — that gives you comfortable buffer before the 27 September deadline.

MSME-1 and DPT-3: The Filings That Catch Founders Off Guard

Form MSME-1: Half-Yearly Return of Outstanding MSME Dues

If your OPC buys goods or services from MSME-registered vendors and has not paid them within 45 days of acceptance, you must report those outstanding dues in MSME-1.

• First half (October – March): Due 30 April of the following year. For the October 2025–March 2026 period, the deadline was 30 April 2026.
• Second half (April – September): Due 31 October of the same year. For April 2026–September 2026, the deadline is 31 October 2026.

Practical action for a first-time filer:

1. Obtain MSME registration certificates (Udyam certificates) from all your vendors — or at least ask them in writing. A vendor who doesn't provide a Udyam certificate cannot be confirmed as an MSME.
2. Pull your accounts payable ledger and identify invoices outstanding beyond 45 days where the vendor is confirmed MSME-registered.
3. File MSME-1 on MCA V3 with the outstanding amount and vendor details even if the amount is ₹500 — there is no de minimis threshold.
4. Nil filing: If you have no MSME dues outstanding beyond 45 days, no filing is required (MSME-1 is triggered only when there are reportable dues). However, confirm this in writing through a board resolution to create an internal record.

Form DPT-3: Annual Return of Deposits and Exempt Amounts

DPT-3 is due by 30 June every year and covers the financial year ending 31 March. For FY 2025-26, the deadline is 30 June 2026.

Every company that has received or holds money that is either a deposit or an exempt amount (loans from directors, unsecured loans from members, inter-corporate loans, etc.) must file DPT-3. Many OPC founders mistakenly believe this form is only for companies taking deposits from the public.

When does an OPC need to file DPT-3?

• Sole member has given an unsecured loan to the company (even as working capital).
• Company has outstanding loan from a director (who is also the member).
• Company has received a security deposit from a customer exceeding prescribed thresholds.
• Company has any outstanding amount reportable under Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014.

In practice, most OPCs have at least one of these on their balance sheet. File the return; the penalty for non-filing is disproportionate to the cost of compliance.

Event-Based Filings: Act Immediately, Not Later

Event-based forms have hard timers that start running the moment the triggering event happens. Unlike annual filings, there is no administrative extension:

On INC-6 conversion: An OPC must convert to a private limited company if its paid-up share capital exceeds ₹50 lakh or its average annual turnover over the preceding three consecutive financial years exceeds ₹2 crore. Once either threshold is crossed, file INC-6 within 6 months. Failing to convert does not exempt the company from private limited company obligations — ROC will treat it as a private company for penalty purposes.

Penalty Framework: What Section 446B Really Means

Section 446B, inserted by the Companies (Amendment) Act 2020, provides that penalties payable by an OPC or small company shall be half of the penalty specified in the relevant provision, subject to a maximum of:

• ₹2,00,000 for the company
• ₹1,00,000 per officer in default

This is a meaningful relief on the adjudicated penalty side. However, two things Section 446B does not help with:

1. Additional fees (late fees) on the MCA portal are charged at ₹100 per day for each day of delay in filing. These are not penalties — they are statutory filing fees for late submission. They are not halved under Section 446B. If you file AOC-4 300 days late, you pay ₹30,000 in late fees regardless of your OPC status.

1. DIN deactivation and the ₹5,000 reactivation cost for DIR-3 KYC non-compliance falls outside Section 446B's ambit.

Worked Example: The Real Cost of a 120-Day Delay

Scenario: An OPC (FY 2025-26, financial year ended 31 March 2026) files both AOC-4 and MGT-7A on 26 January 2027 — 121 days after the AOC-4 deadline of 27 September 2026 and 58 days after the MGT-7A deadline of 29 November 2026.

Late fee calculation (AOC-4): 27 September 2026 → 26 January 2027 = 121 days Late fee = ₹100 × 121 = ₹12,100

Late fee calculation (MGT-7A): 29 November 2026 → 26 January 2027 = 58 days Late fee = ₹100 × 58 = ₹5,800

Total late fees payable to MCA portal = ₹17,900

This is only the cash out on the portal. If the ROC separately initiates adjudication for non-filing under Section 137 (AOC-4) or Section 92 (MGT-7A), the penalty under Section 446B for the company could add another ₹5,000–₹1,00,000 depending on the adjudicating officer's discretion, plus similar exposure for the sole director as officer in default.

The aggregate exposure for a 4-month delay on just two forms: ₹17,900 (late fees) + potential adjudicated penalty. For an OPC with turnover under ₹50 lakh, that ₹17,900 represents a real cost that a simple calendar reminder would have eliminated entirely.

Common Mistakes OPC Owners Make

1. Treating the 180-day AOC-4 window as a luxury, not a ceiling. The extended window for OPCs exists to be used wisely, not to encourage procrastination. Audits left until September routinely miss the deadline because CAs are simultaneously handling multiple year-end clients.

2. Assuming OPC = no AGM = no annual return. No AGM does not mean no MGT-7A. The form is mandatory; only the triggering date changes.

3. Skipping DPT-3 because "we don't accept public deposits." Member loans and director loans are exempt amounts — but they still need to be reported in DPT-3. The ROC has levied penalties on OPCs that held member loans and never filed a single DPT-3.

4. Filing AOC-4 without confirming ADT-1 status. If your auditor was never formally appointed via ADT-1 on MCA V3, the system may reject AOC-4 or flag the filing for scrutiny. Verify ADT-1 at the start of the audit, not at the end.

5. Ignoring MSME-1 because all vendors "seem small." Since the MSME definition expanded under the Udyam framework, many suppliers who previously did not register are now registered MSMEs. Do not assume — ask vendors for their Udyam registration number every financial year.

6. Missing the DIR-3 KYC Web deadline because it feels trivial. It takes under 10 minutes and has no cost. But the consequence — DIN deactivation — blocks every subsequent filing until it is resolved at a ₹5,000 fee.

7. Filing event-based forms weeks after the event. Founders often discover that INC-22 (registered office change) was not filed when they try to open a bank account with the new address. The 30-day clock is absolute; file within the week of the event.

Key Takeaways

• AOC-4 is due within 180 days of financial year end — 27 September for an FY ending 31 March. File early; do not use the window as a buffer.
• MGT-7A is due 60 days from the deemed AGM date of 30 September — i.e., 29 November. File it only after AOC-4 is processed.
• DIR-3 KYC must be completed by 30 September every year or your DIN is deactivated, blocking all other filings.
• DPT-3 (30 June) and MSME-1 (30 April and 31 October) apply to most OPCs even when turnover is low — check your balance sheet for member loans and MSME vendor relationships.
• Section 446B halves adjudicated penalties for OPCs (capped at ₹2 lakh for the company, ₹1 lakh per officer) but does not reduce the ₹100-per-day MCA late fee, which has no ceiling.
• Event-based forms (INC-22, SH-7, PAS-3, CHG-1, INC-6) have short deadlines of 15–30 days — file immediately after the trigger event, not at year-end.
• An OPC that crosses ₹50 lakh paid-up capital or ₹2 crore average annual turnover must file INC-6 and convert to a private limited company within 6 months — the OPC structure cannot continue beyond these thresholds.