The full annual compliance calendar for a One Person Company — ROC forms, audit, ITR, DIR-3 KYC, penalties — plus a practical, form-by-form walkthrough of converting an OPC into a Private Limited Company when you are ready to grow.
An OPC must complete five recurring compliances every year: statutory audit, AOC-4 (financials) within 180 days of the financial year end, MGT-7A (annual return) within 60 days, DIR-3 KYC by 30 September, and ITR-6. Late ROC filing costs ₹100 per day per form with no upper limit. Conversion into a Private Limited Company is voluntary since April 2021 and is done through MGT-14 followed by Form INC-6.
Incorporation is a one-week project. Compliance is the part that runs forever, and it is where most One Person Companies quietly accumulate liability. The ₹100-per-day ROC additional fee has no ceiling, so an AOC-4 forgotten for eighteen months costs more than the company earned in its first quarter. This article is the operating manual: what is due, when, what it costs if you are late, and how to graduate to a private limited company cleanly.
| Task | Form | Deadline | Consequence of missing it |
|---|---|---|---|
| Open current account and deposit subscription capital | — | Before INC-20A | INC-20A cannot be certified |
| Declaration of commencement of business | INC-20A | 180 days from incorporation | ₹50,000 company + ₹1,000/day officer; strike-off risk |
| Appointment of first auditor | ADT-1 | 30 days from incorporation (board) | Penalty and invalid audit |
| Issue of share certificate | — | 60 days from incorporation | ₹25,000–₹5,00,000 penalty |
| Stamping of share certificate | State stamp act | 30 days of issue | State penalty |
| Maintain statutory registers | MGT-1 / MGT-2 style registers | From day one | ₹25,000+ on inspection |
Do not sign INC-20A before the capital is genuinely credited to the company's own current account. A false declaration is a Section 447 exposure, not a paperwork error.
| Month | Compliance | Form | Applies to |
|---|---|---|---|
| April–May | Close books, finalise financials | — | All OPCs |
| June–August | Statutory audit by the appointed CA | Audit report | All OPCs, unconditional |
| 30 September | Director KYC | DIR-3 KYC / web | Every DIN holder |
| 30 September | Tax audit report if 44AB applies | 3CA/3CD | Turnover > ₹1 crore (₹10 crore if ≤5% cash) |
| 31 October | Income tax return | ITR-6 | All OPCs |
| 27 September (180 days from 31 March) | Financial statements to ROC | AOC-4 | All OPCs |
| Within 60 days of deemed AGM date | Annual return | MGT-7A | All OPCs |
| Half-yearly | Board meeting if 2+ directors | Minutes | Multi-director OPCs |
| Monthly / quarterly | GST returns, TDS returns, PF & ESI | GSTR-1, GSTR-3B, 24Q/26Q, ECR | If registered |
A private limited company files AOC-4 within 30 days of its AGM. An OPC is exempt from holding an AGM, so the second proviso to Section 137(1) gives it 180 days from the close of the financial year — that is 27 September for a year ending 31 March. MGT-7A, the abridged annual return introduced for OPCs and small companies, then follows within 60 days of the date on which the AGM would have been held. Missing either is the same ₹100 per day, per form.
| Default | Penalty | Cap |
|---|---|---|
| AOC-4 late | ₹100 per day | No cap |
| MGT-7A late | ₹100 per day | No cap |
| INC-20A not filed | ₹50,000 on company + ₹1,000/day on officer | ₹1,00,000 on officer |
| DIR-3 KYC late | ₹5,000 flat + DIN deactivated | — |
| ADT-1 late | Additional fee 2x–12x of normal fee | 12x |
| ITR-6 late | Fee u/s 234F + interest u/s 234A/234B/234C | — |
| Non-maintenance of statutory registers | ₹25,000 company, ₹25,000 officer | — |
Two consecutive years of ROC default is the usual trigger for a strike-off notice under Section 248. Reviving a struck-off company through the NCLT costs several lakhs and many months. Filing a nil AOC-4 on time is always cheaper than any revival.
The nominee is not a set-and-forget field. If the nominee withdraws consent, dies, or becomes ineligible, the member must nominate another person within 15 days and the company must file Form INC-4 with the Registrar within 30 days of the change. Where the nominee themselves withdraws, they file Form INC-5. Failing to keep a valid nominee on record is a contravention of Section 3 and is picked up during any due diligence.
Since 1 April 2021 there is no mandatory conversion threshold — the earlier ₹50 lakh capital / ₹2 crore turnover trigger is gone. Conversion is now driven entirely by business need.
| Conversion item | Typical timeline | Typical cost (₹) |
|---|---|---|
| MGT-14 filing | Within 30 days of the special resolution | 300 – 600 govt fee |
| INC-6 filing | 3–10 working days for approval | 500 – 2,000 govt fee |
| DSC & DIN for the new director | 1–2 days | 1,200 – 3,000 |
| Professional fee | — | 8,000 – 20,000 |
| Total | 2–4 weeks | 10,000 – 25,000 |
Conversion does not create a new legal entity — the CIN changes format but the company, its PAN, its liabilities and its contracts continue. Do not close the bank account or re-register for GST; amend them instead.
Yes. Audit, AOC-4, MGT-7A, DIR-3 KYC and ITR-6 are all required even for a nil year. If the company will truly be inactive for a long period, apply for dormant status under Section 455 in Form MSC-1 instead of simply not filing.
Not directly. The OPC must first be converted into a private limited company, which can then be converted into an LLP under Section 56 of the LLP Act, subject to conditions including no outstanding security interest.
A whole-time company secretary is required only where paid-up capital reaches ₹10 crore. Below that, the director signs the annual return, and MGT-7A does not need professional certification.
MGT-7A is the abridged annual return form prescribed for OPCs and small companies from FY 2020-21 onward. It carries fewer disclosures and does not require certification by a practising company secretary.
Yes, by appeal to the National Company Law Tribunal under Section 252 within three years of the strike-off order, followed by filing all pending returns with additional fees. It is expensive and slow — prevention is materially cheaper.
OPC compliance is small in volume but unforgiving in penalty design: five recurring filings, one mandatory audit, and an uncapped ₹100-per-day clock on the two ROC forms. Put the calendar in writing, keep the nominee record current, and convert to a private limited company the moment you need a second shareholder rather than after an investor has already drafted a term sheet.
Senior contributor at Taxpex Consultancy. Reviewed by a practising Chartered Accountant. Published on 21 July 2026 · Updated on 21 July 2026.
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