One Person Companies (OPCs) registered but left inactive for years often face a compliance crisis when founders want to restart: missing AOC-4 and MGT-7A filings, mounting late fees, a strike-off notice, and a disqualified director. Reactivating an inactive OPC is more than filing one form. This guide walks through the compliance gap check, the catch-up filings, and what to do if the company has already been struck off.
Update, September 2026: The Companies Compliance Facilitation Scheme 2026 (CCFS-2026) closed on 15 September 2026. Overdue ROC forms filed now carry the full additional fee of ₹100 per day per form, with no upper cap.
Understanding OPC Inactivity
What Makes an OPC "Inactive"?
Under Section 455 of the Companies Act 2013, an inactive company is one that, during the last two financial years:
- Has not carried on any business or operation, or
- Has not made any significant accounting transaction, or
- Has not filed its financial statements and annual returns
An inactive company can apply to become a dormant company (Form MSC-1). If it does neither, it is exposed to strike-off by the Registrar of Companies (ROC).
The Strike-Off Process (and How to Prevent It)
Under Section 248(1), the ROC can strike off a company that failed to start business within one year of incorporation, or has not carried on business for the two immediately preceding financial years without applying for dormant status.
- Notice: ROC sends Form STK-1 to the company and its directors
- Response window: 30 days to make a representation, with supporting documents
- Public notice: If there is no satisfactory reply, ROC publishes a notice (STK-5)
- Strike-off: ROC removes the name and publishes the order in the Official Gazette (STK-7)
- After strike-off: The company is dissolved. Directors' and members' liabilities continue and can still be enforced
Strike-off is not automatic on a fixed date. ROCs run periodic drives against non-filing companies, so an OPC can be picked up any time after two years of inactivity.
Case example:
OPC "ABC Tech (OPC) Private Limited" incorporated 2019
FY 2022-23: No AOC-4 or MGT-7A filed
FY 2023-24: No AOC-4 or MGT-7A filed
ROC strike-off drive: STK-1 notice issued
Company has 30 days to reply and file the overdue forms
No reply: public notice, then strike-off published in the Official Gazette
Compliance Gap Checklist: Identify What's Pending
An OPC files these every year, even with zero business:
| Filing | What It Is | Due Date | Late Consequence |
|---|---|---|---|
| AOC-4 | Audited financial statements | Within 180 days of FY end (27 September) | ₹100 per day additional fee, no cap |
| MGT-7A | Abridged annual return for OPCs and small companies | 29 November (OPCs are exempt from holding an AGM) | ₹100 per day additional fee, no cap |
| ITR-6 | Company income tax return | 31 October (audit case) | Late fee under Section 234F, interest if tax is due |
| ADT-1 | Auditor appointment | Within 15 days of appointment | Additional fee |
| DIR-3 KYC Web | Director KYC | Once every three financial years, by 30 June (from 31 March 2026); within 30 days of any change in contact details | DIN deactivated; ₹5,000 to reactivate |
Normal filing fee per form depends on authorised capital: ₹200 below ₹1 lakh, ₹300 from ₹1 lakh to under ₹5 lakh, rising to ₹600 at ₹1 crore and above. The additional fee is charged on top, per form, per day of delay.
Director disqualification: If a company does not file financial statements or annual returns for three continuous financial years, its directors are disqualified for five years under Section 164(2) and their DINs are deactivated. That blocks them from every other company they direct, not just the OPC.
Step 1: Check OPC Status on the MCA Portal
On the MCA portal, use View Company or LLP Master Data with the company's CIN and check:
- Company status: Active, Under process of striking off, Strike Off, or Dormant under Section 455
- Last filed financial statements and annual return: which years are missing
- Director DIN status: whether any DIN is deactivated for KYC or disqualification
Step 2: Determine Reactivation Path
Path A: Status "Active" (no strike-off action yet)
- Overdue AOC-4 and MGT-7A for one or more years
- File all overdue forms with fees to regularise
Path B: Strike-off notice (STK-1) received
- 30-day window to reply
- Reply with reasons plus proof that overdue filings are made or under way
Path C: Status "Strike Off"
- Company is dissolved
- Filing forms is not possible; restoration requires an application to the National Company Law Tribunal (NCLT)
If the portal shows "Strike Off", the company no longer exists in law. You cannot file your way back. Restoration goes through NCLT under Section 252.
Path A: Reactivate an Inactive (Not Struck Off) OPC
Step 1: Prepare and Audit Financial Statements for Each Missing Year
Every company, including an OPC with no business, needs audited financial statements. If no auditor is on record, appoint one and file ADT-1.
A genuinely inactive OPC still has a balance sheet. Share capital sits on one side, and the bank balance (or amount receivable from the member, if capital was never paid in) on the other. It will usually also show small expenses such as audit fees, ROC fees and bank charges, so a return with literally zero figures is rare.
Nil-activity balance sheet example:
BALANCE SHEET as on 31st March 2024
EQUITY AND LIABILITIES
Share capital: ₹1,00,000
Reserves and surplus: (₹15,000) (accumulated audit and ROC fees)
Audit fee payable: ₹10,000
Total: ₹95,000
ASSETS
Bank balance: ₹95,000
Total: ₹95,000
STATEMENT OF PROFIT AND LOSS (FY 2023-24)
Revenue: ₹0
Expenses (audit fee, bank charges): ₹10,000
Loss: (₹10,000)
Step 2: File Overdue AOC-4 and MGT-7A, Oldest Year First
- File AOC-4 (financial statements) and then MGT-7A (annual return) for each missing year, in chronological order
- Both are signed with the director's Digital Signature Certificate (DSC)
- An OPC with a single director is exempt from the half-yearly board meeting requirement (Section 173(5)), so there is nothing to report there
Step 3: Pay Normal and Additional Fees
Fees are calculated automatically on the MCA portal when each form is filed. There is no separate "annual ROC fee" to pay.
Step 4: Clear Director KYC
If a DIN has been deactivated for missing KYC, file DIR-3 KYC Web with the ₹5,000 reactivation fee. From 31 March 2026, directors file KYC once every three financial years, by 30 June.
Step 5: Post-Filing Checks
- Check master data on the MCA portal to confirm the filings show against the CIN
- Income tax: file ITR-6 for the current year by 31 October. For past years whose belated deadline has passed, the only route is an updated return (ITR-U), which is available only when it results in additional tax
- GST: if the OPC holds a GSTIN, file pending returns or apply for cancellation (see the nil return and GST section of our proprietorship nil return guide)
- Bank: update KYC with the bank if the account was frozen for inactivity
Path B: Respond to a Strike-Off Notice (STK-1)
You have 30 days from the notice to reply.
What to Submit
- Representation to ROC explaining the reason for inactivity and the intention to continue
- Proof of overdue filings: SRNs of the AOC-4 and MGT-7A forms filed, or the timeline for filing them
- Board resolution recording the decision to continue the company
Template letter:
To the Registrar of Companies,
[ROC Name and Address]
RE: REPRESENTATION AGAINST PROPOSED STRIKE-OFF (NOTICE IN FORM STK-1)
Company: ABC Tech (OPC) Private Limited
CIN: U62000TG2019OPC123456
Notice Reference: [Notice Ref Number]
Notice Date: [Date]
Dear Sir/Madam,
This is in response to the notice dated [Date] under Section 248(1) of the Companies Act, 2013.
The company was inactive due to [state reason: pending funding, founder illness, market conditions, etc.]. The company intends to continue and resume operations.
Attached herewith:
1. SRNs of AOC-4 and MGT-7A filed for FY 2022-23 and FY 2023-24
2. Board resolution dated [Date]
3. Undertaking that future filings will be made on time
We request that the name of the company not be struck off.
Yours faithfully,
[Director Name & Signature]
[Director DIN]
[Date]
Monitor ROC Response
If ROC accepts the representation, the company stays on the register. If not, strike-off proceeds and you move to Path C.
Path C: Restore a Struck-Off OPC Through NCLT
Once struck off, the company can only be revived by an NCLT order under Section 252.
Who can apply and when:
- Section 252(1): any person aggrieved by the ROC's strike-off order can appeal to NCLT within 3 years of the order
- Section 252(3): the company, a member, a creditor or a workman can apply within 20 years of the Gazette publication
What NCLT looks at: whether the company was carrying on business or in operation at the time of strike-off, or whether it is otherwise just to restore it.
Process:
- File the petition with the NCLT bench having jurisdiction, with supporting affidavit and documents
- Serve a copy on the ROC, which files its report
- NCLT order usually directs the company to file all overdue returns with fees, and often to pay costs
- File the certified copy of the order with ROC in Form INC-28 within 30 days
- File all overdue AOC-4 and MGT-7A forms as directed
Timeline: typically several months, depending on the bench and the ROC's report.
Worked Scenarios (September 2026)
Scenario 1: Inactive 2 Years, No Strike-Off Notice Yet
Status: Active on the MCA portal, two years of filings missing.
OPC details:
- Incorporated: 2019, authorised capital ₹1 lakh
- Last filings made: FY 2022-23
- Filing date: 30 September 2026 (after CCFS-2026 closed)
- Missing: AOC-4 and MGT-7A for FY 2023-24 and FY 2024-25
Additional fees at ₹100 per day per form:
AOC-4 FY 2023-24 (due 27 Sep 2024): 733 days = ₹73,300
MGT-7A FY 2023-24 (due 29 Nov 2024): 670 days = ₹67,000
AOC-4 FY 2024-25 (due 27 Sep 2025): 368 days = ₹36,800
MGT-7A FY 2024-25 (due 29 Nov 2025): 305 days = ₹30,500
Additional fees total: ₹2,07,600
Normal fees (4 forms x ₹200): ₹800
Total government fees: ₹2,08,400
Under CCFS-2026, which charged only 10% of the additional fee, the same catch-up would have cost about ₹20,760 in additional fees. Every further day now adds ₹400 (₹100 on each of the four forms). FY 2025-26 AOC-4 (due 27 September 2026) is also now late, so file it with the others.
Outcome: Company regularised; can resume business, open or operate bank accounts and raise funds.
Scenario 2: Strike-Off Notice Received, 10 Days Left to Respond
OPC details:
- Last filings: FY 2021-22
- Missing: FY 2022-23, FY 2023-24, FY 2024-25
- Director DIN at risk: three years of non-filing triggers Section 164(2) disqualification
Emergency plan:
- Draft the representation the same day
- Get financial statements prepared and audited for the three missing years
- File AOC-4 and MGT-7A for each year, oldest first
- Submit the representation with SRNs before day 30
- Check DIN status and deal with any disqualification separately
Outcome: If the reply is accepted, the company stays on the register. If the deadline is missed, the company is struck off and restoration goes through NCLT (Path C).
Scenario 3: Already Struck Off, Founder Wants to Restart
OPC details:
- Struck off: January 2024
- Founder decides to restart: 2026
Plan:
- Appeal to NCLT under Section 252(1) (within 3 years of the ROC order, so by January 2027) or apply under Section 252(3)
- Prepare audited financial statements for all unfiled years
- On restoration, file INC-28 within 30 days and then the overdue AOC-4 and MGT-7A forms with full additional fees
- Compare cost: for a company with no assets or contracts tied to it, incorporating a fresh OPC is often cheaper and faster than restoration. Note that the founder's DIN may be disqualified, which affects directorship in any new company too
CCFS-2026: What It Offered and Why It Matters Now
The Companies Compliance Facilitation Scheme 2026 ran from 15 April 2026 and, after two extensions, closed on 15 September 2026. It let defaulting companies:
- File overdue annual forms paying only 10% of the additional fees
- Apply for dormant status (MSC-1) at 50% of the normal fee
- Apply for voluntary strike-off (STK-2) at 25% of the normal fee
With the scheme closed, overdue forms now attract the full ₹100 per day per form. There is no announced successor scheme. Our CCFS-2026 guide covers what the scheme did.
Frequently Asked Questions
Frequently Asked Questions
CCFS-2026 closed on 15 September 2026. What does that mean for my inactive OPC?
Any overdue AOC-4 or MGT-7A you file now carries the full additional fee of ₹100 per day per form, with no upper cap, instead of the 10% charged under the scheme. The fee keeps growing every day, so filing sooner is cheaper. Reduced-fee dormant status and strike-off options under the scheme have also ended.
My OPC hasn't filed for three years. Am I disqualified as a director?
Very likely. Section 164(2) disqualifies directors of a company that has not filed financial statements or annual returns for three continuous financial years, for five years, and their DINs are deactivated. The disqualification applies across all companies, so it can also stop you from acting as director of a new company.
My OPC is struck off and I need to access the company bank account. What to do?
Banks generally block operation of a struck-off company's account because the company no longer exists in law. To use or close the account properly, the company must first be restored by NCLT under Section 252, after which you approach the bank with the NCLT order and ROC records.
Can I apply for dormant status instead of full compliance?
Yes. An inactive company can apply for dormant status under Section 455 in Form MSC-1, subject to conditions such as no outstanding public deposits, loans or tax dues and no pending prosecution. A dormant company files a simpler annual return (MSC-3) and has lighter compliance until it applies to become active again.
Can I file nil returns for an inactive OPC or must I show actual financials?
You file actual audited financial statements in AOC-4 and the annual return in MGT-7A. If the company had no business, the statements show no revenue, but they will still carry share capital, the bank balance and small expenses such as audit fees. The company also files ITR-6 every year, even with no income.
How long can I keep an OPC inactive before ROC strikes it off?
There is no automatic date. Once a company has not carried on business for two financial years without applying for dormant status, ROC can start strike-off under Section 248 at any time. Separately, three years of non-filing disqualifies the director. Keep filing every year, or formally apply for dormant status or closure.
If I restore a struck-off OPC, do I have to file tax returns for the inactive years?
A company must file an income tax return every year regardless of profit. For past years, the belated return deadline (31 December of the assessment year) will often have passed, and an updated return (ITR-U) is allowed only if it results in additional tax. Keep bank statements and records showing the company was genuinely inactive in case the department asks.
Can the OPC director resign while the company is inactive?
A director resigns by giving notice and filing DIR-11, and the company files DIR-12. An OPC must always have at least one director, so appoint a replacement first. Resignation cannot be processed for a struck-off company until it is restored.
Is it better to reactivate or close the OPC permanently?
If you are restarting business, reactivate. If you will not use the company, close it through voluntary strike-off (Form STK-2, fee ₹10,000) after filing overdue financial statements and annual returns up to the year it stopped business. See our guide on how to close a company in India.
After reactivating the OPC, what must I file each year?
AOC-4 within 180 days of the financial year end (27 September), ITR-6 by 31 October, and MGT-7A by 29 November. Directors file DIR-3 KYC Web once every three financial years by 30 June. File even in years with no business.
Reactivation Checklist
Status Check
- Check company status and filing history on MCA master data
- Identify every missing AOC-4 and MGT-7A year
- Note the STK-1 notice date and response deadline, if any
- Check director DIN status (KYC and Section 164(2))
Path A: Not Struck Off
- Appoint auditor if none on record (ADT-1)
- Prepare and audit financial statements for each missing year
- File AOC-4 and MGT-7A for each year, oldest first
- Pay normal and additional fees shown on the portal
- File DIR-3 KYC Web if a DIN is deactivated
Path B: Strike-Off Notice
- Draft representation to ROC
- File overdue forms and collect SRNs
- Pass board resolution to continue
- Submit within 30 days of the notice
Path C: Struck Off
- Decide between restoration and a fresh OPC
- File NCLT petition under Section 252
- On order, file INC-28 within 30 days
- File all overdue returns as directed
Post-Reactivation
- Update bank KYC if the account was frozen
- Regularise GST (file pending returns or cancel)
- File ITR-6 for the current year
- Calendar AOC-4 (27 Sep), ITR-6 (31 Oct) and MGT-7A (29 Nov)
Summary
Reactivating an inactive OPC starts with its MCA status: (1) if still active, file every overdue AOC-4 and MGT-7A with fees; (2) if an STK-1 notice has arrived, reply within 30 days with the filings; (3) if already struck off, restoration only comes through NCLT under Section 252. With CCFS-2026 closed on 15 September 2026, late fees now run at the full ₹100 per day per form with no cap, and three years of non-filing disqualifies the director. Early filing minimizes late fees. Tax Garden handles ROC annual compliance filings for OPCs and private limited companies.
Source: Companies Act 2013, Sections 92, 137, 164(2), 248, 252 and 455; Companies (Registration Offices and Fees) Rules 2014; Companies (Removal of Names of Companies from the Register of Companies) Rules 2016; MCA General Circulars 01/2026, 03/2026 and 04/2026 (CCFS-2026); notification G.S.R. 943(E) on DIR-3 KYC.
