One Person Company (OPC) Compliance 2026: The Ultimate Regulatory Guide

Introduced to encourage solopreneurs, the One Person Company (OPC) structure offers the limited liability protection of a corporation while requiring only a single founder. While OPCs enjoy significant procedural exemptions compared to standard Private Limited Companies, the Ministry of Corporate Affairs (MCA) in 2026 maintains a zero-tolerance policy for missing mandatory filings.

A common pitfall for solo founders is assuming an OPC requires no maintenance. Failing to comply can lead to the OPC being struck off the register, heavy late fees, and the disqualification of the sole director. This exhaustive guide outlines every compliance element, statutory exemption, and operational rule unique to an OPC in FY 2025-26.

1. The AGM Exemption & Unique Annual Filing Deadlines

The most significant compliance difference between a standard Private Limited Company and an OPC is regarding the Annual General Meeting (AGM). Under Section 96(1) of the Companies Act, 2013, an OPC is explicitly exempted from holding an AGM.

Because there is no AGM, the deadlines for filing annual returns are calculated differently, usually from the closure of the financial year (31st March).

Form Name	Purpose	Due Date for OPCs
AOC-4	Filing of Financial Statements (Balance Sheet, P&L, Audit Report)	Within 180 days from the closure of the Financial Year (27th September)
MGT-7A	Abridged Annual Return (Specifically designed for OPCs and Small Companies)	Within 60 days from the date the AGM would have been held (Typically 28th November)
DIR-3 KYC	Annual KYC for the Director(s) holding a DIN	30th September every year
DPT-3	Return of Deposits or particulars of transactions not considered as deposits (e.g., loans from the director)	30th June every year
MSME-1	Half-yearly return for outstanding payments to MSMEs exceeding 45 days	30th April & 31st October

2. Critical Post-Incorporation Filings

Immediately after incorporating your OPC, certain foundational compliances must be met to activate the company legally and operationally.

• ADT-1 (Auditor Appointment): The first statutory auditor must be appointed by the Board of Directors within 30 days of incorporation. This auditor will hold office until the conclusion of the first (hypothetical) AGM.
• Maintenance of Statutory Registers: Even as a solo founder, the OPC must physically maintain a Register of Members, Register of Contracts, and a Register of Directors at the registered office.

3. Event-Based Compliances (Nominee & Conversion)

An OPC inherently requires a "Nominee" to take over in case of the founder's death or incapacity. Regulatory filings are triggered whenever there is a change to this structure.

• Change of Nominee (INC-3 & INC-4): If the nominee wishes to withdraw their consent, or if the founder wishes to change the nominee, the OPC must file Form INC-4 along with the new nominee's consent in Form INC-3 within 30 days.
• Voluntary Conversion (INC-6): In 2026, the strict thresholds (₹50 Lakhs capital / ₹2 Crores turnover) that previously triggered mandatory conversion have been removed. An OPC can now voluntarily convert into a Private or Public Limited company at any time by filing Form INC-6.

4. Board Meetings: Relaxations for Solo Founders

The rules for conducting Board Meetings depend entirely on whether the OPC has appointed additional directors (an OPC can have up to 15 directors, despite having only 1 shareholder).

• If the OPC has multiple Directors: The company must hold at least one Board Meeting in each half of the calendar year, and the gap between the two meetings must not be less than 90 days.

5. Income Tax & Statutory Audit

An OPC is treated as a separate legal entity for tax purposes. It is taxed at the standard corporate tax rate (often 25% or 22% under specific sections, plus applicable surcharge and cess) and must file ITR-6 annually.

Mandatory Statutory Audit: Unlike LLPs, which have turnover exemptions for audits, every OPC must conduct a mandatory statutory audit of its financial statements by a practicing Chartered Accountant, regardless of its turnover or profit/loss status. Even if the OPC has zero revenue, an audit report is required to file the AOC-4.

Frequently Asked Questions (FAQ)

1. Can an NRI incorporate an OPC in India?

Yes. The rules have been significantly relaxed. An Indian citizen, whether resident in India or a Non-Resident Indian (NRI), can incorporate an OPC. The requirement to stay in India for a minimum of 182 days has been reduced to 120 days to qualify as a resident.

2. Can I register more than one OPC?

No. Under the Companies (Incorporation) Rules, a natural person can be a member (shareholder) of only one OPC at any given time. However, you can be a director in multiple companies.

3. Is statutory audit mandatory if my OPC has no transactions?

Yes. Statutory audit is mandatory for all OPCs from the very first financial year. Even if the company has zero revenue or no bank transactions, a "Nil" return must be audited by a Chartered Accountant and filed via AOC-4.

4. What happens to the OPC if the sole member dies?

In the event of the sole member's death or incapacity, the person nominated (the Nominee) automatically becomes the member of the OPC. The new member must then appoint a new nominee within 15 days to ensure the continuity of the business.

5. When is it mandatory to convert an OPC to a Private Limited Company?

As of the latest amendments applicable in 2026, the concept of mandatory conversion based on paid-up capital (previously ₹50 Lakhs) or turnover (previously ₹2 Crores) has been abolished. You can continue as an OPC regardless of your revenue, or voluntarily convert to a Private Limited Company at any time.

Official Government Resources (2026)

Always verify compliance data and download official forms from legitimate government portals: