Close a One Person Company (OPC Strike-Off)
If your One Person Company has stopped trading, or never started, the usual way to close it is a voluntary strike-off in Form STK-2 under Section 248(2) of the Companies Act, 2013. With one member and often one director, there is less paperwork, but the conditions are the same as for a private company. A clean application typically completes in about 40–90 days.
What it is
To close a One Person Company, you ask the Registrar of Companies to strike its name off the register. Once the strike-off notice appears in the Official Gazette, the OPC stands dissolved. No court, no liquidator. For an OPC that has gone quiet, it is the simplest exit.
The law is Section 248(2) of the Companies Act, 2013, read with Rule 4 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. You file Form STK-2 on the MCA V3 portal. Your local ROC does not process it: C-PACE, the Centre for Processing Accelerated Corporate Exit, handles every application centrally.
Who it applies to
Never started business within a year
An OPC that has not commenced business within one year of incorporation can apply. Think of a consultant who registered an OPC, then took a salaried job instead.
Idle for two financial years
An OPC with no business or operations in the two immediately preceding financial years qualifies. We check both years’ books first.
Settle and close everything first
No assets, no liabilities, no bank account and no pending litigation. The sole member approves by special resolution. The OPC must not fall in an excluded category, such as having a charge pending satisfaction or outstanding public deposits.
Why it matters
End the yearly compliance bill
An idle OPC still owes an audit, AOC-4, MGT-7A and an income tax return every year. Even with zero sales. Closing it stops that cost, and the ₹100 a day that builds up on late annual forms.
Keep your DIN clean
Three continuous financial years without filing financial statements or annual returns disqualifies the directors under Section 164(2) for five years. In an OPC, that director is usually you.
Pick your own closing date
If you do nothing, the ROC can start removal on its own under Section 248(1). Apply yourself and the date is yours.
Strike-off or another route — what fits your OPC
Strike-off is not the only exit. We compare four routes with you first.
| Route | When it fits | Key filing | Result |
|---|---|---|---|
| Strike-off (Section 248(2)) | No business for two financial years, or never started; nil assets and liabilities | STK-2 with STK-3, STK-4 and a CA-certified statement of accounts | Name removed; OPC dissolved on the STK-7 notice |
| Dormant status (Section 455) | You want to keep the company for a future project, or to hold an asset or intellectual property | MSC-1 application; MSC-3 return every year | Company stays on the register with lighter compliance; MSC-4 to become active again |
| Convert into a private company | You want to bring in a partner or investor rather than close | Voluntary conversion, allowed at any time since 1 April 2021 | The business continues as a private limited company |
| Voluntary liquidation (Section 59, IBC) | A solvent OPC that still holds assets or owes money | Declaration of solvency, special resolution, insolvency professional as liquidator | NCLT passes a dissolution order |
In practice, an OPC that never got going is a strike-off case. If you may restart the same business later, look at dormant status first.
Documents required
From every director
- Indemnity bond in Form STK-3, notarised (one from you if you are the sole director)
- Affidavit in Form STK-4
- Valid digital signature certificate of the director who signs STK-2
From the company
- Statement of accounts (Form STK-8 format) showing assets and liabilities, certified by a chartered accountant and made up to a date not more than 30 days before filing
- The sole member’s special resolution, entered and signed in the minutes book
- Statement on pending litigation, if any
Proof that everything is closed
- Bank account closure letter
- GST cancellation order, if registered
- Latest income tax return acknowledgement
- Charge satisfaction on the MCA record, if a loan was ever secured
How it works
Confirm the OPC qualifies and nothing bars it
We check when business stopped and whether a Section 249 bar applies. An OPC cannot apply if, in the previous three months, it changed its name, moved its registered office to another state or disposed of property for value.
File the pending AOC-4 and MGT-7A
Overdue financial statements and annual returns must be filed up to the end of the financial year in which business stopped. Say a Faridabad OPC stopped trading in December 2024 and has filed nothing since. It files up to FY 2024-25, which our annual ROC filing service handles.
Pay off dues, cancel GST, close the bank account
Creditors and tax dues are paid, GST is cancelled and the current account is closed. Each director’s STK-4 affidavit declares that the company has no bank account and no dues to income tax, indirect taxes or banks.
Record the sole member’s special resolution
Under Section 122(3), the member’s resolution is entered in the minutes book, signed and dated. That date counts as the date of the meeting, so no general meeting is called.
Certify the accounts and file STK-2
Here is the catch: a CA can certify nil assets only after the bank account is closed, and the statement must be made up to a date not more than 30 days before filing. We time the two together, attach STK-3, STK-4 and the supporting papers, pay the ₹10,000 fee and file on the MCA V3 portal.
Track the STK-6 notice through to STK-7
A public notice in Form STK-6 invites objections for 30 days. If none come in, the Registrar strikes off the name and publishes Form STK-7 in the Official Gazette, and the OPC is dissolved.
Timelines
Count back one or two years
No business in the two immediately preceding financial years, or no business started within one year of incorporation.
Watch the 30-day and 15-day windows
The certified statement of accounts must be made up to a date not more than 30 days before filing. Objections to the STK-6 notice run for 30 days. A defect notice gives 15 days to resubmit.
Expect about 40–90 days
A clean application typically completes in about 40–90 days, from filing to the STK-7 notice. Queries from C-PACE add time.
What happens if you leave the OPC idle
Face a strike-off on the ROC’s terms
Under Section 248(1), the ROC can start removal itself, beginning with a notice in Form STK-1. Once that action starts, every pending financial statement and annual return must be filed before you can submit STK-2.
Lose director eligibility for five years
Under Section 164(2), a director of a company that has not filed financial statements or annual returns for three continuous financial years cannot be re-appointed there or appointed in any other company for five years.
Pay ₹100 a day per late annual form
Each overdue AOC-4 and MGT-7A attracts ₹100 per day of additional fee. CCFS-2026, the scheme that cut these fees, ended on 15 September 2026, so the full amount applies again.
Frequently asked questions
How long does it take to close a One Person Company?
A clean application typically takes about 40 to 90 days from filing Form STK-2. That covers scrutiny by C-PACE, the 30-day objection window after the STK-6 public notice, and the STK-7 notice in the Official Gazette. Delays usually come from pending annual filings or a defect notice, which gives you 15 days to resubmit. File with every paper in order and you stay near the shorter end.
What is the government fee to close an OPC?
The government fee for Form STK-2 is ₹10,000, the same for an OPC as for any company, because Rule 4 fixes one flat fee. During CCFS-2026 the fee was cut to 25%, but that scheme ended on 15 September 2026. Any overdue AOC-4 or MGT-7A also carries its normal fee plus ₹100 per day. We confirm the exact figure before you pay, so there are no surprises.
Who gives the consent when the OPC has only one member?
The sole member does. Section 248(2) needs a special resolution or the consent of members holding 75% of the paid-up share capital, and in an OPC the single member holds all of it. Under Section 122(3), the resolution is entered in the minutes book, signed and dated, with no meeting needed. Your nominee is not a member and signs nothing. We draft the resolution for you, ready to sign.
Do we have to file pending AOC-4 and MGT-7A before applying?
Yes, up to a point. Rule 4 requires overdue financial statements and annual returns up to the end of the financial year in which the OPC stopped business. If the ROC has already started action under Section 248(1), every pending filing must go in first. We clear these before preparing STK-2, so the application passes the first check.
Can an OPC with an open loan or bank balance apply for strike-off?
No. The OPC must have no assets and no liabilities, and each director’s STK-4 affidavit declares that the company keeps no bank account. A company with a charge pending satisfaction is excluded under the proviso to Rule 3(1). Say a Gurugram designer’s OPC bought a car on a bank loan and the charge is still open on the MCA record: repay the loan and get the charge satisfied first. Then close the account and apply.
Is dormant status better than closing the OPC?
It depends on your plans. Under Section 455, a company formed for a future project, or to hold an asset or intellectual property, can apply for dormant status in Form MSC-1, as can an inactive company. It files an MSC-3 return every year, still needs one director, and can become active again through MSC-4. With no plan to restart, strike-off is cleaner. We help you weigh both.
Does strike-off end my personal liability?
No. Section 248(7) says the liability of every director, officer and member continues and can be enforced as if the company had not been dissolved. That is why each director signs the STK-3 indemnity bond. In practice, we settle tax, GST and creditor dues before filing. An OPC closed properly leaves nothing behind for anyone to chase.
Can a struck-off OPC be revived later?
Yes, through the NCLT under Section 252. A person aggrieved by the Registrar’s order can appeal within three years of it. The company, a member, a creditor or a workman can also apply within 20 years of the Gazette notice, if the company was in business or restoration is just. Revival is a tribunal process, so we make sure closing is the right call before you file.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
The government fee for Form STK-2 is ₹10,000, with no separate rate for an OPC. Each overdue AOC-4 or MGT-7A carries its normal filing fee plus ₹100 per day of additional fee. CCFS-2026, which cut the STK-2 fee to 25%, closed on 15 September 2026.
Ready to begin?
Tell us when your OPC last did business and what is still open. We will map the cleanest route to the STK-7 notice.