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Annual ROC Compliance Calendar for a One Person Company (OPC) — Due Dates, Forms and Penalties
A One Person Company (OPC), registered under Section 2(62) of the Companies Act, 2013, has largely the same annual ROC compliance obligations as a private limited company — with one structural difference that changes every downstream due date: an OPC is not required to hold an Annual General Meeting (AGM) under Section 96(1). Since most private-limited due dates (ADT-1, AOC-4, MGT-7) are counted from the AGM date, OPC due dates are instead pegged to the close of the financial year, or to the date the AGM would have been due.
Due dates below assume a financial year of 1st April to 31st March. Always cross-check against any MCA circular extending due dates for a given year — see the CCFS-2026 page for the current one-time amnesty scheme.
Annual Compliance Calendar (Financial Year Basis)
| Compliance | Form | Due Date | Statutory Basis |
|---|---|---|---|
| Auditor appointment (5-year term) | ADT-1 | Within 15 days of the Board meeting that appoints/reappoints the auditor (no AGM to count from) | Section 139(1) |
| Financial statements filing | AOC-4 | Within 180 days of the close of the financial year (typically 27th September) | Section 137(1), 2nd proviso |
| Annual Return | MGT-7A (abridged form for OPCs and small companies) | Within 60 days from the date the AGM would have been due, i.e. 60 days after 6 months from FY close (typically 29th November) | Section 92, Rule 11(1) Companies (Management and Administration) Rules |
| Director KYC (periodic) | DIR-3-KYC-Web | 30th June, once every 3rd consecutive financial year (for DIN holders as on 31st March) | Rule 12A(1), Companies (Appointment & Qualification of Directors) Rules, as amended w.e.f. 31 March 2026 |
| Director KYC (event-based update) | DIR-3-KYC-Web | Within 30 days of change in mobile number, email or residential address | Rule 12A(2), Companies (Appointment & Qualification of Directors) Rules |
| Return of deposits / exempted receipts | DPT-3 | 30th June every year (for the position as on 31st March) | Rule 16, Companies (Acceptance of Deposits) Rules |
| Half-yearly return of outstanding MSME dues (>45 days) | MSME Form I | 30th April (for Oct–Mar) and 31st October (for Apr–Sep) | Section 405, MSME Development Act notification |
| CSR expenditure reporting (if CSR applicable — rare for an OPC given the sole-shareholder structure) | CSR-2 | Filed as a linked form with AOC-4 | Section 135, Rule 12 CSR Rules |
Event-Based Compliances (Not Tied to the Financial Year)
| Event | Form | Due Date |
|---|---|---|
| Resolutions passed (an OPC’s sole member’s decisions recorded as resolutions in the minutes book, and any resolution required to be filed) | MGT-14 | Within 30 days of passing/recording the resolution, where filing is required |
| Creation/modification of a charge | CHG-1 | Within 30 days of creation (extendable up to 60 days with additional fee) |
| Satisfaction of a charge | CHG-4 | Within 30 days of the date of satisfaction |
| Change in the sole member, or change/appointment of nominee | INC-4 (intimation of change) | Within 30 days of the change |
| Appointment/cessation of the director | DIR-12 | Within 30 days of the event |
| Auditor resignation | ADT-3 | Within 30 days of resignation |
| Commencement of business (post incorporation) | INC-20A | Within 180 days of incorporation |
| Voluntary conversion to a private/public company (no mandatory trigger since 1 April 2021 — the sole member may convert at any time) | INC-6 | No fixed deadline — filed whenever the member elects to convert |
What’s Different for an OPC vs. a Private Limited Company
- No AGM. Under Section 96(1), an OPC is specifically exempted from holding an AGM, so every due date that a normal private company counts from its AGM date is instead anchored to the financial year-end for an OPC.
- AOC-4 has a longer window — 180 days, not 30. Because Section 137’s default 30-day rule runs from the AGM, and an OPC has none, the second proviso to Section 137(1) gives an OPC 180 days from the financial year-end instead.
- MGT-7A only — never MGT-7. OPCs (along with small companies) file the abridged annual return, MGT-7A, which does not require certification by a practising Company Secretary. There is no scenario in which an OPC files the full MGT-7.
- Board report can be simpler. An OPC’s Board’s Report can be prepared per the abridged format prescribed under Rule 8A of the Companies (Accounts) Rules, 2014, rather than the full-form report a private company must prepare.
- Cash Flow Statement not mandatory. An OPC is exempt from the requirement to include a cash flow statement as part of its financial statements (Section 2(40) proviso).
- No mandatory conversion any more. Prior to the Companies (Incorporation) Second Amendment Rules, 2021 (effective 1 April 2021), an OPC was compelled to convert to a private/public company if its paid-up capital exceeded ₹50 lakh or its average annual turnover for the preceding three years exceeded ₹2 crore. That substituted Rule 6 removed both triggers — since 1 April 2021, conversion is entirely voluntary, and an OPC may keep operating as an OPC regardless of how large its capital or turnover grows, or convert to a private/public company at any time it chooses via Form INC-6.
- DIR-3-KYC, DPT-3 and MSME Form I are unchanged. These three filings run on the same fixed calendar dates for an OPC as for any other company — they were never tied to the AGM in the first place.
Additional Fee for Delay in Filing
Under the Companies (Registration Offices and Fees) Rules, 2014, both AOC-4 and MGT-7A attract an additional fee for delayed filing — commonly cited at around ₹100 per day per form, with no upper cap, in addition to the normal filing fee. Continued non-filing exposes the OPC and its sole director/officer in default to penalty and prosecution provisions under the Companies Act, and can ultimately be a ground for the RoC to strike the company off the register under Section 248.
A one-time relief window is currently available: see the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), extended up to 31 August 2026, allowing pending AOC-4 and MGT-7A filings at a reduced additional fee.
Key Takeaways
- An OPC’s annual filing calendar is driven by the financial year-end, not an AGM, because Section 96 exempts OPCs from holding one.
- AOC-4 is due within 180 days of FY close (~27 September); MGT-7A is due within 60 days of the date the AGM would have fallen due (~29 November) — both considerably later than a private limited company’s 30-day and 60-day AGM-linked windows.
- OPCs always file MGT-7A, never MGT-7, and their Board’s Report can follow the abridged Rule 8A format.
- DIR-3-KYC-Web (triennial, 30 June), DPT-3 (annual, 30 June) and MSME Form I (half-yearly) apply identically to OPCs as to any other company.
- Conversion is voluntary, not threshold-triggered. Since the Companies (Incorporation) Second Amendment Rules, 2021, an OPC is never forced to convert regardless of its paid-up capital or turnover — the old ₹50 lakh capital / ₹2 crore turnover triggers were removed, and conversion to a private/public company (Form INC-6) now happens only if and when the sole member chooses.
Source
Companies Act, 2013 (Sections 92, 96, 137, 139) and the Companies (Incorporation) Rules, 2014, Rule 6 as substituted by the Companies (Incorporation) Second Amendment Rules, 2021 (removing the mandatory conversion thresholds, effective 1 April 2021); Companies (Management and Administration) Rules, 2014 (Rule 11); Companies (Accounts) Rules, 2014 (Rule 8A). See mca.gov.in — Acts & Rules for the consolidated text.
Related reading on this site:
- Annual ROC Compliance Calendar for a Private Limited Company — for comparison with the AGM-linked private limited timeline.
- Private Limited vs LLP vs OPC — Comparison
- DIN KYC Due Date Calculator