Close a One Person Company

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Closure of OPC

If a One Person Company (OPC) has been inactive for over a year since incorporation, the owner may apply for closure through the regular procedure or the MCA’s Fast Track Exit (FTE) scheme. Otherwise, it can be wound up voluntarily or by a Tribunal order. Even if inactive, the OPC must continue filing all regulatory compliances and returns unless closure documents have been submitted to the ROC. Therefore, filing for closure is advisable to relieve the member from ongoing legal and compliance obligations.

Methods of Winding Up One Person Company

Winding up

This type of dissolution requires holding a meeting where at least two-thirds of the participating creditors approve the decision. Following this, the management must submit a written or electronic request to the Commercial Register, along with the members’ dissolution resolution and the general meeting minutes. Winding up is a more detailed process, typically used when a company has assets and liabilities. In such cases, a liquidator must be appointed to handle the company’s affairs during the winding-up process.

Striking off

Striking off or removal of a One Person Company (OPC) can be done through the Fast Track Exit (FTE) scheme. When a company becomes dormant—having had no business activity since incorporation or in the past year—it qualifies as a defunct company and can be closed using a simplified process by filing Form STK-2. This is applicable only if the company has no assets or liabilities. The application can be initiated by the company or by the Registrar of Companies (ROC), as per the provisions of the Companies Act.

 
 

Documents Required to dissolve a one person company

Incorporation Documents

Company’s MoA – AoA, Certificate of Incorporation, PAN card and other registration certificates

Accounting Information

The financial statement of the Company for the most recent year, prepared prior to 30 days of filing the application

Details of Activity

Details whether the company has been operative for any period. If yes, since when the operations are discontinue

Legal Liabilities

A statement regarding pending litigations, if any involving the company

NOC from Creditors

Company must provide NOC for closure from creditors, if any
(Draft to be provided by LW experts)

NOC from Regulatory Bodies

NoC for closure to be obtained from Income Tax Department, SEBI, RBI, etc. if relevant

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Process of OPC Strike-off

Days 1–2

Days 3–8

Days 9–15

Day 16 onwards

Explore dissolution of one person company

Frequently Asked Questions

An OPC can apply for closure when it is inactive and wishes to relieve itself from liabilities and compliance obligations. Before filing the closure application, all liabilities must be cleared and a No Objection Certificate (NOC) obtained from creditors. A meeting must then be held where the director and members approve the closure through a special resolution or with the consent of at least 75% of the paid-up share capital.

The Registrar of Companies has the authority to remove a company’s name from the register if there is reasonable cause to believe that:

  • The company has failed to commence its business within one year of incorporation; or

  • The company has not carried out any business or operations for the two immediately preceding financial years and has not applied for dormant company status during that period.

The closure of a company is filed using Form STK-2, accompanied by a government fee of Rs. 5,000 and the required supporting documents. For the closure of a One Person Company, the following steps must be completed:

  1. Settle all outstanding liabilities and obtain a No Objection Certificate (NOC) for the closure.

  2. Secure consent from at least two-thirds of the creditors.

After filing the application with the Ministry of Corporate Affairs, it takes about 90 days for striking off the Company from MCA records.

ROC will publish list of companies struck off in the Official Gazette. The Company under fast track exit mode will be considered closed from the date of publication of the notice in Official Gazette.

The closing documents have to be filed within 30 days from the date of signing of the assets and liabilities statement.

It is necessary to intimate the Registrar for the closure of Private Limited Company to update the MCA data and make company free from all its legal compliances.

Closure of a One Person Company (OPC) is carried out voluntarily through the fast track exit scheme. The winding up of a company can be either voluntary or ordered by the Court, which appoints an official liquidator to oversee the winding-up process. Dissolution is initiated by the Court to legally terminate the company’s existence.

Fast Track Exit is a scheme introduced by the Ministry of Corporate Affairs (MCA) for inactive companies to wind up and get their names struck off from the MCA record with lesser formalities.

Closure is the ideal option when a company is not operational because it:

  • Eliminates yearly compliance costs

  • Removes the risk of non-compliance

  • Avoids exposure to heavy penalties and legal actions

  • Prevents the company from falling into default

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