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Closure of OPC in India – Company Strike Off & Winding Up Process

Updated on January 06, 2026 01:48:06 PM

A one-person company, as incorporated under the Companies Act 2013, has only one person as a shareholder and director. Similar to other company structures, the winding-up of an OPC requires specific procedures in order to wind up its operations, pay off its liabilities, distribute its assets, and eventually deregister with the Ministry of Corporate Affairs (MCA).

One Person Company (OPC) in India can be formed by a single individual. In many ways, OPCs are similar to PLCs, but there are some key differences. One of the key differences is that OPCs do not have any legal distinction from their owners. This essentially means that the owner of an OPC is personally liable for all the debts and liabilities of the company.

OPC closure is the winding-up procedure and dissolution of a One Person Company. An OPC may be closed by two methods: winding up, either voluntarily or compulsorily. Voluntary winding up is initiated by its sole member or director, while compulsorily winding up is initiated through a court order. The steps involved in each process vary, but both ultimately lead to the dissolution of the OPC and removal from the register of companies.

OPC Closure Certificate [Sample]

OPC Closure Certificate
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What is the Closure of One Person Company

The closure of an OPC essentially means the organized end of its operations, the satisfaction of liabilities and obligations, the distribution of assets fairly, and striking it off from the records of the Ministry of Corporate Affairs. Usually, a closure of such a company is known to occur due to financial issues with the company, structural alteration, or the discretion of the sole director/ shareholder. It involves holding a general body meeting, appointing a liquidator, paying off debts, distributing assets, filing an application for closure, and obtaining a closure certificate, which are the major steps involved in the closure of a company.

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Process of Closure of a One Person Company

The detailed process that involves the winding up or closure of One Person Company is as follows:

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Documents Required for Closure of One Person Company

Following is the list of documents required for the closure of a one-person company:

  • Board Resolution
  • List of creditors
  • Statement of Affairs
  • Financial Statement
  • Notarized Indemnity Bond
  • An affidavit in Form STK - 4
  • CTC of Special Resolution
  • Statement Containing any Pending Litigation
Company Closure
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Fees for Closure of One Person Company

The total cost of Closing a One Person Company (OPC) is ₹ 21,999, including government and professional filing fees for Professional Utilities.

One Person Company(OPC) Closure Fees
Government Fee ₹10,000
Professional Fee ₹11,999
Total Fee ₹21,999

Note: The aformentioned Fees is exclusive of GST.

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Note: For company closure, a professional fee is charged by the company secretary, and an additional fee for documents processing and auditing (Notary and Stamp Paper).

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Reasons for Closure of a One Person Company

The reasons why an OPC may want to wind up or close its operations can be many. Some of the common reasons include:

  • Economic reasons: This constitutes the primary motive for the closure of a company. The company might close due to not making enough profit to break even on costs. This is mainly because market demand for their products may shrink; competition has increased, or management is particularly poor.
  • When the company's product or service becomes no longer in demand, eventually, the firm will attract fewer customers, translating to diminished revenues. This can be due to changes in technology, consumer preference, or economic conditions.
  • Strategic changes: Sometimes, companies must close as the result of a strategic shift. For example, if a subsidiary or product no longer fits a company's profitability or strategic criteria, then the company may decide to close it down.
  • Retirement or succession: The eventual retirement or death of a firm's founder or key decision-maker may lead to a difficult search for a successor. In some instances, the decision to wind up may be made rather than risk the continuation of the business without its leadership.
  • Regulatory issues: A business may be compelled to withdraw from an operation if it cannot observe all the regulations and laws that govern its area of operation. This may be influenced by many factors such as changing accounting standards or alterations in environmental regulations.
  • Mergers or acquisitions: A company may close if it is bought by another company as part of the merger and acquisition process. This usually occurs when there is an overlap in product or service offerings between both companies.
  • Legal problems: A company cannot pay its debts and therefore declares bankruptcy legal process that reorganizes the finances of the firm or liquidates the assets of the firm to pay the creditors. In some instances, bankruptcy may mean closing the firm altogether.
  • Natural disasters: A company might be compelled to close if its facilities are damaged or destroyed by any natural disaster, and it cannot recover the costs of repairing or relocating.
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Conclusion

In conclusion, the closure of a One Person Company(OPC) in India involves a structured and multifaceted process. Factors such as voluntary or compulsory winding up and compliance with regulatory requirements play a crucial role. Seeking professional advice is essential to ensure correct procedures and adherence to laws and regulations issued by the Ministry of Corporate Affairs. The closure of One Person company(OPC) is a complex procedure that involves filing various forms and following the complete winding up procedure as prescribed by the Ministry of Corporate Affairs.

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FAQs on One Person Company Closure:

What is the difference between voluntary winding up and compulsory winding up for an OPC?

Voluntary winding up is initiated by the sole shareholder/director, while compulsory winding up is initiated by a court order. Voluntary winding up is typically used when the OPC is solvent and the sole director/shareholder decides it is in the company's best interest to close down. Compulsory winding up is used when the OPC is insolvent with no prospects of paying off debts.

How long does it take to close down a One Person Company?

The duration varies based on the complexity. Voluntary winding up may take 3 to 12 months, while compulsory winding up may take 6 to 18 months.

What are the costs of closing down a One Person Company?

The costs vary based on size and complexity. The cost of OPC closure is 21,999 with Professional Utilities.

Why is GST registration required for a Private Limited Company?

GST registration for a Private Limited Company is mandatory when the company provides taxable goods or services, exceeds the turnover threshold, or engages in inter-state transactions, ensuring legal compliance, proper tax reporting, and eligibility to claim input tax credit under GST laws.

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