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OPC Compliance in India – One Person Company Annual Filings (AOC-4 / MGT-7A), Nominee Management (INC-3 / INC-4), Conversion (INC-5 / INC-6), Director KYC, ITR-6 & Income-Tax under Companies Act 2013
A One Person Company (OPC) is a corporate form unique to India — introduced under Section 2(62) of the Companies Act 2013 — designed for solo founders who want the limited-liability protection of a private limited company without the burden of multiple shareholders. An OPC has only one member, must mandatorily nominate a nominee (whose consent is captured in Form INC-3), and operates under a simplified compliance regime compared to a regular private limited company — but it is far from "no compliance".
OPC compliance includes mandatory annual filings of Form AOC-4 (financial statements, within 180 days of FY end) and Form MGT-7A (the simplified annual return for OPCs and small companies), at least one board meeting in each half of the calendar year with a minimum gap of 90 days, statutory registers under Sec 88 / 170, DIR-3 KYC by 30 September, income-tax return ITR-6, and audit (mandatory irrespective of turnover). On crossing thresholds — paid-up capital > ₹50 lakh or average annual turnover > ₹2 crore over the immediately preceding three FYs — the OPC must convert into a private or public limited company by filing Form INC-5 (intimation) and Form INC-6 (conversion). Our OPC compliance services cover the full lifecycle — incorporation handover, annual filings, nominee changes, threshold-conversion, income-tax, and statutory registers.
Sec 2(62)
Companies Act 2013
1 Member
+ 1 Nominee Mandatory
AOC-4 + MGT-7A
Annual MCA Filings
No AGM
Required by Law
Laws & Forms We Work With
Companies Act 2013
Sec 2(62) – OPC Defn
Sec 3 – Formation
Companies (Inc) Rules
Form AOC-4
Form MGT-7A
Form INC-3 – Nominee
Form INC-4 – Change
Form INC-5 / INC-6
DIR-3 KYC
Income-Tax Act
ITR-6
SS-1 (Board Meetings)
MCA V3 Portal
OPC Compliance Buckets We Handle
Annual MCA
Annual ROC Filings
Mandatory yearly OPC filings — Form AOC-4 (financial statements within 180 days of FY end) and Form MGT-7A (simplified annual return) — with director sign-off and statutory audit.
- AOC-4 within 180 days
- MGT-7A (simplified)
- Audited financials
- Director sign-off
- Practicing CS / CA cert
- SRN closure
Nominee
Nominee Management
Initial nominee filing in Form INC-3, change of nominee or withdrawal in Form INC-4 within 30 days of change — critical because OPC cannot exist without a valid nominee.
- Form INC-3 (initial)
- Form INC-4 (change)
- Nominee consent
- 30-day filing window
- Nominee KYC
- Successor protection
Threshold
Mandatory Conversion to Pvt / Pub Ltd
On crossing paid-up > ₹50 lakh or 3-year average turnover > ₹2 crore — Form INC-5 intimation within 60 days, Form INC-6 conversion within 6 months; mandatory under Rule 6.
- Threshold trigger map
- INC-5 within 60 days
- INC-6 within 6 months
- Conversion to Pvt Ltd / Pub Ltd
- Min 2 / 7 members
- Min 2 / 3 directors
Voluntary
Voluntary Conversion to Pvt Ltd
OPC has been in existence for at least 2 years — voluntary conversion to Pvt Ltd via Form INC-6, board / member resolution, fresh MOA / AOA, and ROC approval.
- 2-year existence rule
- Member resolution
- INC-6 + altered MOA/AOA
- Fresh COI
- Min 2 members
- Min 2 directors
Director KYC
DIR-3 KYC for Director
Annual KYC of the OPC director — DIR-3 KYC by 30 September; ₹5,000 reactivation fee + DIN deactivation if missed; blocks all subsequent OPC filings.
- 30 September deadline
- OTP-based verification
- DIN deactivation risk
- ₹5,000 reactivation
- Filing-block prevention
- KYC web vs e-form
Income Tax
Income-Tax Compliance
Annual ITR-6 filing, advance tax (4 instalments), TDS / TCS returns, tax audit under Sec 44AB (turnover > ₹1 cr / ₹10 cr digital), Sec 115BAA option (22% concessional rate).
- ITR-6 filing
- Advance tax
- TDS / TCS returns
- Sec 44AB tax audit
- Sec 115BAA / 115BAB
- MAT / AMT analysis
Audit
Statutory Audit
Mandatory statutory audit for every OPC regardless of turnover under Sec 139 — auditor appointment in ADT-1 within 15 days, audited financials, audit report, signed by auditor.
- Mandatory irrespective of size
- Auditor appointment
- Form ADT-1
- Audit report
- Form 3CA / 3CD (44AB)
- AOC-4 alignment
Closure
Strike-Off & Closure
For inactive / closed OPCs — Form STK-2 strike-off with pending-return cleanup, NIL-activity affidavit, member / director / nominee consent, and final ROC closure.
- Form STK-2 application
- Pending-return cleanup
- NIL-activity affidavit
- Member / nominee consent
- Bank account closure
- ROC strike-off order
Key Concepts in OPC Compliance
Sec 2(62)
OPC Definition
"One Person Company" means a company which has only one person as a member — must be a natural person who is an Indian citizen and a resident in India in the preceding FY (post-2021 amendment removed the residency strict rule for citizens).
1 Member
Natural Person
Nominee
Mandatory Nominee
The sole member must nominate a person (Form INC-3) who shall become the member in the event of the original member's death or incapacity — without a nominee, the OPC cannot exist.
INC-3
Successor
Form AOC-4
Financials Filing
Filed within 180 days of FY closure (i.e., 27 September for 31 March year-end) — captures audited financial statements, director's report, auditor's report.
180 Days
Audited
Form MGT-7A
Simplified Annual Return
Special simplified annual return form for OPCs and small companies — much shorter than MGT-7; due within 60 days from due-date of AGM (or 30 September if no AGM held).
MGT-7A
Simplified
Threshold
₹50 L / ₹2 Cr Trigger
OPC must convert to private / public limited company on crossing paid-up capital ₹50 lakh or 3-year average turnover ₹2 crore — Form INC-5 within 60 days of breach.
₹50 L Capital
₹2 Cr Turnover
Board Meetings
Min 2 / Year
Where OPC has more than 1 director — minimum 2 board meetings per calendar year, one in each half, with a gap of at least 90 days; Sec 173(5).
2/Year
90-Day Gap
No AGM
AGM Exemption
OPC is exempt from holding AGM under Sec 96 — significant relaxation; resolutions in writing signed by the sole member are deemed to be passed at general meeting.
No AGM
Sole-Member Reso
Income-Tax
30% / 25% / 22% Slabs
OPC is taxed as a company — 30% standard, 25% if turnover ≤ ₹400 cr in PY, 22% under Sec 115BAA (concessional, no exemptions); 4% cess + surcharge.
22% / 25%
Sec 115BAA
Our OPC Compliance Services
Form AOC-4 Filing
Audited financial statements, director's report, auditor's report — AOC-4 preparation and filing within 180 days of FY end with director sign-off and CS / CA certification.
Form MGT-7A Filing
Simplified annual return — MGT-7A preparation, share capital reconciliation, member / director snapshot, indebtedness, and on-time filing.
Nominee Filings (INC-3 / INC-4)
Initial nominee filing, change / replacement of nominee within 30 days, nominee consent management, and continuity-of-OPC protection.
Threshold-Conversion (INC-5 / INC-6)
Threshold-trigger monitoring, INC-5 within 60 days of breach, INC-6 conversion within 6 months — to Pvt Ltd or Pub Ltd, fresh MOA / AOA, ROC approval.
Voluntary Conversion (INC-6)
Voluntary conversion to Pvt Ltd after 2 years of OPC existence — member resolution, INC-6, fresh MOA / AOA, induction of additional members / directors.
DIR-3 KYC
Annual KYC of OPC director — DIR-3 KYC e-form / web verification, OTP authentication, DIN reactivation if deactivated, ₹5,000 fee handling.
Statutory Audit
Auditor appointment via ADT-1 within 15 days of incorporation / casual vacancy, mandatory audit irrespective of turnover, Form 3CA / 3CD where Sec 44AB applies.
Income-Tax (ITR-6)
Annual ITR-6 filing, advance-tax computation, Sec 115BAA / 115BAB option analysis (22% / 15%), MAT / AMT impact, refund tracking.
TDS / TCS / GST
Monthly TDS deduction, quarterly TDS return (24Q / 26Q / 27Q), TCS (27EQ), GSTIN registration, GSTR-1 / 3B / 9 / 9C, e-invoicing, ITC reconciliation.
Board Meeting Compliance
Where OPC has >1 director — drafting board notice, minutes, attendance register, SS-1 compliance, and 2 meetings per calendar year with 90-day gap.
Belated & Arrears Cleanup
Multi-year arrears (AOC-4 / MGT-7A / DIR-3 KYC), penalty quantification, additional-fee payment, DIN reactivation, and bringing the OPC back to active status.
Strike-Off (STK-2)
For inactive / closed OPCs — pending-return cleanup, NIL-activity affidavit, member / director / nominee consent / indemnity, bank closure, and STK-2 application.
When You Need OPC Compliance Support
Just Incorporated an OPC
Fresh OPC — first-year compliance roadmap, ADT-1 auditor appointment, statutory registers, INC-3 nominee, and Sec 173 board meeting cadence.
Annual Filing Window
April–October every year — AOC-4 within 180 days, MGT-7A by 30 September (or AGM + 60 days), DIR-3 KYC by 30 September, ITR-6 by 31 October.
Crossed Threshold
Paid-up > ₹50 lakh or 3-year average turnover > ₹2 crore — mandatory INC-5 within 60 days, INC-6 conversion within 6 months.
Nominee Change Required
Nominee withdraws consent, dies, becomes ineligible, or member wants to replace nominee — INC-4 within 30 days; without valid nominee OPC violates law.
Member Death / Incapacity
Sole member dies / becomes incapacitated — nominee automatically becomes member; transmission, fresh nominee filing, and continuity setup.
Multi-Year Arrears
Missed AOC-4 / MGT-7A / DIR-3 KYC for 2+ years — additional-fee penalty has compounded; urgent regularisation needed.
Voluntary Conversion to Pvt Ltd
OPC has been in existence for 2+ years and founder wants to onboard partners / investors — voluntary INC-6 conversion to Pvt Ltd.
Planning Closure
Business wound down or no further plans — Form STK-2 strike-off pre-cleanup, pending returns, NIL affidavits, and final ROC closure.
Documents Needed for OPC Compliance
OPC Records
- CIN / Certificate of Incorporation
- MOA & AOA
- INC-3 nominee form (filed)
- Statutory registers (Sec 88 / 170)
- Board minutes
- Last filed AOC-4 / MGT-7A SRN
- PAN / TAN / GST certificates
Member / Director / Nominee
- DIN of director(s)
- DIR-3 KYC status
- Class 3 DSC of director
- PAN / Aadhaar of member
- PAN / Aadhaar of nominee
- Email / mobile (V3 OTP)
- Address proof (<2 months)
Financial & Tax
- Trial balance + ledgers
- Bank statements (full year)
- Audited financial statements
- Audit report + 3CA / 3CD
- TDS / GST returns
- Loan / borrowings register
- ITR-6 + computation
Our OPC Compliance Engagement Process
1
Diagnostic & Calendar
Health-check of past filings, DIN / DIR-3 status, threshold proximity (₹50 L / ₹2 cr), audit applicability, and 12-month compliance calendar.
2
Books & Audit
Books of accounts, statutory audit, Sec 44AB tax audit, financial statements, and director's report.
3
ROC Filings
AOC-4 within 180 days, MGT-7A by 30 September, DIR-3 KYC by 30 September; nominee filings (INC-3 / INC-4) on changes.
4
Income-Tax & GST
ITR-6 filing, advance tax, TDS / TCS returns, Sec 115BAA / BAB analysis, GST returns, and refund tracking.
5
Closure & Continuity
SRN approvals archived, registers refreshed, retainer rolled to next FY, threshold monitoring, or INC-5 / INC-6 conversion triggered if applicable.
Why Choose Us for OPC Compliance
✓
End-to-end OPC retainer
✓
AOC-4 + MGT-7A specialists
✓
Threshold-conversion experts
✓
Nominee management (INC-3/4)
✓
Sec 115BAA tax optimisation
✓
Statutory audit + Sec 44AB
✓
Belated / arrears cleanup
✓
STK-2 strike-off support
FAQs on OPC Compliance
What is a One Person Company?
A company with only one member, formed under Section 2(62) of the Companies Act 2013.
Is a nominee mandatory for an OPC?
Yes — a nominee must be appointed in Form INC-3 at the time of incorporation.
Which annual forms must an OPC file?
Form AOC-4 within 180 days of FY end and Form MGT-7A as the simplified annual return.
Does an OPC need to hold an AGM?
No — OPCs are exempt from AGM requirements under Section 96.
Is statutory audit mandatory for an OPC?
Yes — every OPC must have a statutory auditor regardless of turnover.
When must an OPC convert into a Pvt / Pub Ltd?
On crossing paid-up capital ₹50 lakh or three-year average turnover ₹2 crore.
Can an OPC convert voluntarily?
Yes — after 2 years of existence, by filing Form INC-6 with member resolution.
How many directors must an OPC have?
Minimum 1 and maximum 15 directors, with at least one resident in India.
What is the income-tax rate for OPCs?
Taxed as a company at 30%, 25%, or 22% under Sec 115BAA, plus surcharge and 4% cess.
Which ITR does an OPC file?
Form ITR-6, by 31 October when audit is applicable.
OPC Filings Done. Thresholds Tracked. Compliance Future-Proofed.
Partner with our OPC compliance specialists for end-to-end annual + event-based filings — AOC-4, MGT-7A, DIR-3 KYC, ITR-6, audit, and INC-3 / INC-4 / INC-5 / INC-6 management for FY 2026–27.
Talk to an OPC Compliance Expert