The One Person Company (OPC) is one of the most flexible and entrepreneur-friendly business structures introduced under the Companies Act, 2013. It allows a single individual to enjoy the benefits of a corporate entity — limited liability, separate legal existence, and perpetual succession — without the complexity of multiple shareholders or a board.

However, one persistent area of confusion arises every year:
When should an OPC file its Annual Financial Statements (Form AOC-4) and Annual Return (Form MGT-7A)?

This confusion stems from the fact that an OPC is exempt from holding an Annual General Meeting (AGM) — yet, the due dates for both forms are structured in the law around the AGM concept.
This creates what many professionals call the “OPC Compliance.”

The AGM Exemption — Section 96(1) of the Companies Act, 2013

Legal Reference:

Section 96(1), Proviso (b) of the Companies Act, 2013

“Nothing in this sub-section shall apply to One Person Company.”

📌 Meaning:

• OPCs are not required to hold an Annual General Meeting (AGM).
• However, this does not mean they are exempt from adopting financial statements or filing annual forms.
• Instead, the financial statements must be adopted by the sole member through a written resolution under Section 122(3).

Adoption of Financial Statements — Section 134(1) & Section 122(3)

Relevant Provisions:

• Section 134(1): Every company’s financial statements must be approved by the Board and signed on behalf of the Board before submission to the member(s) for adoption.
• Section 122(3): In case of an OPC, “any business which is required to be transacted at a general meeting of a company by means of an ordinary or special resolution, shall be deemed to have been transacted if the resolution is communicated by the member and entered in the minutes book.”

📌 Implication:

For OPCs:

• No physical AGM or meeting is needed.
• The sole member can pass a written resolution to adopt the financial statements.
• The date of this written resolution becomes crucial — it substitutes for the AGM date.

Form AOC-4 (Financial Statements) — Section 137(1), Third Proviso

 Legal Provision:

Section 137(1), Third Proviso of the Companies Act, 2013 states:

“In case of One Person Company, the copy of the financial statements duly adopted by its member shall be filed with the Registrar within 180 days from the closure of the financial year.”

 Due Date Calculation:

Key Notes:

• This is a hard deadline — independent of any AGM.
• The financial statements must be signed by the Director and adopted by the sole member before or by September 27th.
• The adopted financial statements must then be filed using Form AOC-4 (XBRL, if applicable).

⚙️ Attachments Required for AOC-4 (for OPC):

1. Balance Sheet
2. Statement of Profit and Loss
3. Notes to Accounts
4. Director’s Report
5. Auditor’s Report
6. Resolution for adoption of financial statements by the member

Form MGT-7A (Annual Return) — Section 92(4) & Rule 11(1)

Legal Provision:

Section 92(4) of the Companies Act, 2013:

“Every company shall file with the Registrar a copy of the annual return within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held.”

Rule Reference:

Rule 11(1) of the Companies (Management and Administration) Rules, 2014:

“The annual return of a One Person Company and small company shall be filed in Form No. MGT-7A.”

OPC Annual Compliance Due Dates

Penalties for Non-Compliance

 Section 137(3):

If a company fails to file AOC-4 within the prescribed time:

• The company and its officer in default are liable to a penalty of ₹10,000, and
• In case of continuing failure, ₹100 per day (subject to a maximum of ₹2,00,000 for the company and ₹50,000 for the officer).

 Section 92(5):

For failure to file MGT-7A within due date:

• Penalty of ₹10,000, and
• ₹100 per day of default (maximum ₹2,00,000 for company and ₹50,000 for the officer).

Conclusion

The One Person Company structure simplifies compliance in many ways, but the AGM exemption introduces a unique “paradox” — the need to interpret AGM-linked filing provisions in a practical way.
Understanding that “deemed AGM date = date of member’s resolution” is the key to navigating this compliance correctly.

For FY 2024–25 (ending March 31, 2025):

• AOC-4 due date → September 27, 2025
• MGT-7A due date → November 26, 2025

Keeping these dates in mind ensures smooth and penalty-free compliance for every OPC.