A One Person Company (OPC) is a unique business structure under Indian law, allowing a single entrepreneur to enjoy limited liability while maintaining control. However, due to various reasons such as non-operational status, financial challenges, or strategic changes, a business owner may decide to close or dissolve the OPC.
Dissolving an OPC is a legal process governed by the Companies Act, 2013 and the rules set by the Ministry of Corporate Affairs (MCA). Here's a step-by-step guide to properly winding up your OPC in India.
🔍 1. Check for Eligibility to Close the OPC
Before initiating the closure process, ensure the following conditions are met:
No business activity for the past two financial years, or
The company is not carrying on any operations and has no liabilities, and
The company has no outstanding debts or legal proceedings.
If these conditions are satisfied, you can proceed with a voluntary closure through the Fast Track Exit (FTE) mode or strike-off under Section 248 of the Companies Act.
📝 2. Pass a Board Resolution
A board resolution must be passed (even with a single director) declaring the intent to close the company and authorizing the filing of necessary documents with the Registrar of Companies (ROC).
📄 3. Prepare and File the Necessary Documents
The following documents need to be prepared:
Indemnity Bond (Form STK-3)
Affidavit by Director (Form STK-4)
Statement of Accounts (certified by a Chartered Accountant)
Board Resolution copy
Consent of the Director
PAN Card and Aadhaar of the Director
Latest ITR Acknowledgement (if filed)
💻 4. File Form STK-2 with the ROC
The main form for striking off a company is Form STK-2, which must be filed online with the MCA portal. It should be submitted along with the prescribed fee (currently ₹10,000) and all supporting documents.
🔎 5. ROC Review and Public Notice
Once Form STK-2 is filed, the ROC will verify the documents and issue a public notice on the MCA website, giving 30 days for any objections. If no objections are received, the company will be officially struck off the register.
🏁 6. Final Dissolution
After completing the review, the ROC will issue a formal notice stating that the OPC is dissolved and no longer exists as a legal entity.
✅ Conclusion
Dissolving a One Person Company in India requires careful compliance with legal and procedural steps. Proper closure ensures the business owner avoids future penalties or regulatory issues.
Created & Posted By Aradhna Singh
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