📢 OPC Has No AGM – But Compliance Still Continues!
A One Person Company (OPC) is a unique form of company under the Companies Act, 2013, designed for entrepreneurs who want to operate through a corporate structure with a single member.
One of the important benefits available to an OPC is that it does not have to conduct an Annual General Meeting (AGM) like an ordinary private or public company.
However, this exemption is sometimes misunderstood.
No AGM does not mean no annual compliance.
An OPC continues to have important statutory, financial, MCA, audit and income-tax obligations. Financial statements must still be prepared and filed, the annual return must be submitted, statutory audit requirements continue, and other compliances such as director KYC, DPT-3 and income-tax filing may apply depending on the company's circumstances.
Therefore, OPC owners should treat the AGM exemption as a specific relaxation, not as an exemption from the overall annual compliance framework.
What Is an OPC?
An One Person Company is a company incorporated with only one person as its member.
It provides an individual entrepreneur with a corporate legal structure while allowing the company to have a single member.
The OPC structure can be useful for entrepreneurs who want separation between personal and business activities while operating within the Companies Act framework.
However, being a single-member company does not remove the requirement to maintain proper books, prepare financial statements, comply with applicable audit requirements and complete statutory filings.
Does an OPC Have to Conduct an AGM?
❌ No – an OPC is not required to hold an AGM.
Section 96 of the Companies Act, 2013 specifically excludes an OPC from the general AGM requirement applicable to other companies.
This is an important compliance relaxation because an OPC has only one member.
The sole member's decisions that would ordinarily be taken at a general meeting can be dealt with through the mechanism prescribed for an OPC, including recording the decision appropriately in the company's records.
Therefore, an OPC does not need to organise an annual general meeting merely because the financial year has ended.
But this is where many businesses make a mistake:
No AGM ≠ No Annual Filing.
The company's annual statutory obligations continue.
1. Statutory Audit Still Applies
An OPC is still required to have its accounts audited in accordance with the Companies Act, subject to the applicable statutory provisions.
The absence of an AGM does not remove the audit requirement.
The company should therefore ensure that its:
🔹 Books of account are properly maintained.
🔹 Bank accounts are reconciled.
🔹 Sales and purchase records are complete.
🔹 Expenses are properly supported.
🔹 Fixed assets are properly recorded.
🔹 Statutory liabilities are reconciled.
🔹 Financial statements are prepared correctly.
The statutory auditor then examines the financial statements and issues the applicable audit report.
For this reason, OPC owners should not wait until the MCA filing deadline to start preparing their accounts.
2. AOC-4 – Filing of Financial Statements
One of the most important annual MCA compliances for an OPC is Form AOC-4.
AOC-4 is used for filing the company's financial statements and applicable attachments with the Registrar of Companies.
For an OPC, the Companies Act provides a special timeline: the financial statements are to be filed within 180 days from the closure of the financial year.
For an OPC whose financial year ended on 31 March 2026, the 180-day timeline falls in September 2026, with commonly calculated filing deadline of 27 September 2026.
This is different from the normal AGM-linked AOC-4 timeline applicable to many other companies.
Therefore, an OPC owner should not assume that the AOC-4 deadline is simply 30 days after an AGM.
There is no AGM, so the special OPC timeline becomes important.
3. MGT-7A – Annual Return
Another important annual compliance is the MGT-7A, the abridged annual return applicable to OPCs and eligible small companies.
The annual return contains important information relating to the company, such as:
🔹 Company details
🔹 Registered office
🔹 Share capital
🔹 Member/shareholder information
🔹 Directors
🔹 Changes during the financial year
🔹 Turnover and other prescribed information
🔹 Details relating to the company's compliance
The absence of an AGM does not eliminate the annual-return requirement.
For an OPC, the annual-return timeline has to be considered under the special rule applicable where an AGM is not held. Professional compliance references generally calculate the FY 2025-26 MGT-7A deadline by reference to the date on which the AGM would ordinarily have been held. The exact date should be verified against the MCA filing system and applicable statutory provisions before filing.
The important principle is:
No AGM does not mean MGT-7A is not required.
4. DIR-3 KYC – Director KYC
The director of an OPC also needs to keep DIN KYC compliance up to date.
DIR-3 KYC requirements should not be ignored simply because there is only one director.
However, businesses should note an important recent change: MCA's current framework has moved the regular KYC cycle to once every three years, rather than treating it as the same annual filing requirement applicable under the earlier regime. Changes in particulars may require action sooner.
Therefore, OPC directors should check:
✅ Whether their KYC is currently valid.
✅ Whether their mobile number and email are correctly registered.
✅ Whether there has been any change in personal details.
✅ Whether any applicable KYC filing or update is required.
5. DPT-3 – Where Applicable
DPT-3 is another MCA compliance that may apply depending on the company's deposits, loans and other outstanding amounts covered by the applicable rules.
OPC status by itself does not mean that every DPT-3 requirement disappears.
Therefore, the company should review its:
🔹 Loans
🔹 Advances
🔹 Deposits
🔹 Borrowings
🔹 Outstanding amounts
and determine whether DPT-3 reporting applies.
This is particularly important for OPCs that have borrowed money from directors, shareholders or other parties.
The accounting classification and supporting documentation should be reviewed before determining the filing requirement.
6. Income Tax Return
An OPC is a company for income-tax purposes.
Accordingly, the company has to comply with applicable income-tax return requirements.
For an Indian company such as an OPC, ITR-6 is generally the applicable return where the company is not claiming exemption under the relevant provisions for charitable/religious trusts. The Income Tax Department's current AY 2026-27 guidance lists ITR-6 for companies other than those claiming exemption under Section 11.
The applicable income-tax due date depends on the company's circumstances, including whether tax audit or transfer-pricing provisions apply.
For AY 2026-27, income relating to FY 2025-26 continues to be governed by the Income-tax Act, 1961, despite the new Income-tax Act, 2025 coming into force for the subsequent tax-year framework.
7. Tax Audit – Where Applicable
An OPC may also be subject to tax audit under Section 44AB of the Income-tax Act, 1961, depending on its turnover, receipts and other applicable conditions.
For FY 2025-26 / AY 2026-27, the Income Tax Department has confirmed that the tax-audit report continues to use the existing Forms 3CA/3CD or 3CB/3CD, as applicable. The tax-audit report due date is generally one month before the applicable ITR due date.
Therefore, an OPC should separately evaluate:
These are different compliance requirements and should not be confused.
8. Books of Account and Financial Records
Annual compliance begins with proper accounting records.
An OPC should maintain accurate records of:
📌 Sales and revenue
📌 Purchases
📌 Expenses
📌 Bank transactions
📌 Cash transactions
📌 Receivables
📌 Payables
📌 Loans
📌 Fixed assets
📌 GST transactions
📌 TDS transactions
📌 Payroll, where applicable
📌 Statutory payments
Good accounting records make the statutory audit and MCA filing process much easier.
9. GST Compliance, Where Applicable
If an OPC is registered under GST, its GST compliance continues independently of its MCA compliance.
Depending on the company's registration and turnover, this may include:
🔹 GSTR-1
🔹 GSTR-3B
🔹 GSTR-9, where applicable
🔹 E-invoicing, where applicable
🔹 E-way bill compliance
🔹 Input tax credit reconciliation
🔹 GST annual reconciliation requirements, where applicable
The fact that the company has only one member does not automatically provide an exemption from GST obligations.
10. Other Event-Based Compliances
OPCs may also have additional filings depending on what happens during the financial year.
For example:
🔹 Change in registered office
🔹 Change in director
🔹 Change in nominee
🔹 Change in shareholding
🔹 Increase in authorised capital
🔹 Creation or modification of charges
🔹 Loans or transactions requiring statutory reporting
🔹 Changes in business activities
Each event may trigger a separate MCA or tax compliance requirement.
Therefore, OPC compliance should not be viewed as only two forms—AOC-4 and MGT-7A.
Common Mistakes Made by OPC Owners
Some common misconceptions include:
❌ "We are an OPC, so we don't need annual filings."
❌ "There is no AGM, so AOC-4 is not required."
❌ "One director means audit is not required."
❌ "MGT-7A is not applicable because there is only one shareholder."
❌ "Income-tax compliance is optional if turnover is low."
❌ "DPT-3 can be ignored because the company has no deposits."
These assumptions can create avoidable compliance problems.
The correct approach is to identify every applicable requirement based on the company's actual activities and financial position.
OPC Annual Compliance Checklist
An OPC can use the following checklist:
☑ Maintain proper books of account.
☑ Complete statutory audit.
☑ Prepare and approve financial statements as required.
☑ File AOC-4 within the applicable OPC timeline.
☑ File MGT-7A within the applicable annual-return timeline.
☑ Review DIR-3 KYC status and update where required.
☑ Evaluate DPT-3 applicability.
☑ Complete applicable GST returns.
☑ Complete applicable TDS compliance.
☑ File the applicable income-tax return.
☑ Evaluate tax-audit applicability.
☑ Maintain proper minutes and statutory registers.
☑ Review event-based MCA filings.
No AGM Is a Relief – Not a Compliance Holiday
The AGM exemption is one of the conveniences available to an OPC.
It reduces the procedural burden associated with organising an annual general meeting and allows the sole member to comply through the mechanism specifically provided under the Companies Act.
But the company continues to have legal, accounting, tax and regulatory responsibilities.
In simple terms:
🏢 OPC
❌ No AGM
✅ Audit
✅ AOC-4
✅ MGT-7A
✅ Director KYC, as applicable
✅ DPT-3, where applicable
✅ Income-tax return
✅ GST and other applicable compliances
This is why every OPC should maintain an annual compliance calendar.
Conclusion
A One Person Company enjoys a valuable relaxation from the requirement to conduct an AGM, but this should never be interpreted as an exemption from annual compliance.
The company still needs to prepare its financial statements, complete the applicable statutory audit, file AOC-4, submit its annual return through MGT-7A, maintain director KYC compliance, evaluate DPT-3 applicability and complete its income-tax, GST and other applicable regulatory obligations.
For FY 2025-26, an OPC should pay particular attention to the special AOC-4 timeline of 180 days from the close of the financial year. For a 31 March 2026 year-end, the commonly calculated AOC-4 deadline is 27 September 2026.
The key message is simple:
No AGM ≠ No Annual Compliance!
Maintaining an updated compliance calendar and completing filings well before the deadline can help OPC owners avoid unnecessary additional fees, notices and last-minute complications.
Stay compliant. Stay organised. Let Taxla Services help you manage your OPC's accounting, audit and statutory compliance requirements.
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