A One Person Company is exempt from holding an AGM under section 122(3), but it still owes the same two core annual filings as any other company: Form AOC-4 (financial statements) within 180 days of financial-year end, and Form MGT-7A (annual return) within 60 days of the "deemed AGM" date of 30 September. For FY 2025-26 that puts AOC-4 due by 27 September 2026 and MGT-7A by 28 November 2026 (the safe earlier date on the day-count conventions; the V3 portal computes your exact deadline).
The recurring trap is stale advice: dozens of compliance calendars still list a mandatory OPC-to-Pvt-Ltd conversion once turnover crosses ₹2 crore or paid-up capital crosses ₹50 lakh. That rule was abolished on 1 April 2021 — conversion is now entirely voluntary, filed on Form INC-6 whenever the sole member chooses. CapEasy runs the full OPC compliance calendar — AOC-4, MGT-7A, ADT-1 and the rest — so nothing slips past its due date.
Since 31 March 2026: director KYC moved from an annual filing to a once-every-three-years cycle (see DIR-3 KYC). A director current through FY 2025-26 has no routine DIR-3 KYC due in 2026 or 2027 — the next filing falls by 30 June 2028, unless a mobile number, email or address changes in between.
What an OPC files every year
- Form AOC-4 — financial statements, Board’s report and auditor’s report, within 180 days of financial-year end. No AGM is needed to trigger it; the 180-day clock runs straight from year-end.
- Form MGT-7A — the OPC-specific annual return (never MGT-7, regardless of size), within 60 days of the deemed AGM date of 30 September.
- Form ADT-1 for the first auditor — mandatory since 14 July 2025 whether the Board or the sole member made the appointment, within 15 days of appointment.
- Form DIR-3 KYC — now triennial rather than annual; check the director’s personal cycle year on the MCA V3 portal rather than assuming it is due.
- Form DPT-3 by 30 June, if the OPC carries deposits or exempted-deposit receipts (director loans, advances) outstanding on 31 March.
- ITR-6 by 31 October, alongside the tax-audit report where applicable by 30 September.
FY 2025-26 deadline calendar
| Filing | Trigger | Due date |
|---|---|---|
| AOC-4 | 180 days from 31 March 2026 year-end | 27 September 2026 |
| MGT-7A | 60 days from the 30 September deemed AGM date | 28 November 2026 |
| DPT-3 | Deposits/exempted loans outstanding on 31 March 2026 | 30 June 2026 |
| MSME-1 | MSME dues unpaid beyond 45 days, April–September half | 31 October 2026 |
| ITR-6 | Annual return of income | 31 October 2026 |
ADT-1 and DIR-3 KYC are event-based, not calendar-fixed — see the sections below.
Board meetings and the nominee — the parts that change with headcount
- A sole-director OPC holds no board meetings at all: resolutions are simply entered and signed in the minutes book, and that date is deemed the meeting date (section 122(3) proviso).
- An OPC with more than one director still needs two board meetings a year, at least 90 days apart, under section 173(5) — the AGM exemption does not extend to the board.
- Every OPC must have a nominee named at incorporation. Withdrawing or replacing a nominee is filed on Form INC-4 within 30 days of the notice; the new nominee’s consent goes on Form INC-3.
- A NIL DPT-3 is common practice when nothing is outstanding on 31 March, but it is a precaution rather than a documented legal requirement — confirm the current position on the MCA portal if in doubt.
Penalty for missing a deadline
AOC-4 and MGT-7A defaults (sections 137(3) and 92(5)) run on the same uncapped ₹100-per-day additional fee as any other company, on top of the normal fee. Where a penalty is actually adjudicated, section 446B gives OPCs a specific concession: liability is capped at one-half of the penalty otherwise specified, subject to an overall ceiling of ₹2,00,000 for the company and ₹1,00,000 for an officer in default. A deactivated DIN from a missed DIR-3 KYC reactivates on payment of the flat ₹5,000 fee — there is no deadline for fixing that, only the inconvenience of a DIN that cannot be used on any filing until then.
| Delay | Additional fee |
|---|---|
| Up to 15 days | 1x the normal fee |
| 16 – 30 days | 2x |
| 31 – 60 days | 4x |
| 61 – 90 days | 6x |
| 91 – 180 days | 10x |
| Beyond 180 days | 12x |
This is the general slab that applies to ADT-1 and most event-based forms; AOC-4 and MGT-7A instead run the uncapped ₹100/day regime.
How to file AOC-4 and MGT-7A on MCA V3
- Close the books to 31 March, get the financial statements audited, and finalise the Board’s report.
- Log in to MCA V3 as a Business User with the sole director’s DSC associated.
- Open the AOC-4 web-form, enter the CIN, and attach the financial statements, auditor’s report and CSR-2 details if CSR thresholds are met.
- Generate the SRN, download the system PDF, affix the DSC offline, and re-upload the signed PDF within 15 days.
- Pay the fee against the SRN and repeat the same web-form flow for MGT-7A after the 30 September deemed AGM date.
- Save both SRNs and challans; the portal status should read "Approved" or "Filed" once processed.
Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any circulars MCA issues — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.