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

Updated on January 17, 2026 01:02:19 PM

A One Person Company, incorporated under the Companies Act, 2013, is an organization owned and operated by one owner. Just like other companies, an OPC has to undergo a legal winding-up procedure regarding settling its various liabilities, distribution of assets, and deregistration at the MCA, which ultimately results in the closure of One Person Company.

An OPC may be incorporated by a single person and has fewer compliances as compared with other types of companies. The sole member has the full responsibility to manage the company and to comply with statutory requirements. Correspondingly, an OPC is required to be wound up under the Companies Act in order to dissolve it legally and close OPC in India in a compliant manner.

OPC closure is the winding up and dissolution of a One Person Company. An OPC can be closed down by winding up either voluntarily by its sole member or by the order of the court. Though the steps are different, both culminate in the OPC being dissolved and removed from the register of the MCA through OPC strike off or OPC winding up.

OPC Closure Certificate [Sample]

OPC Closure Certificate
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What is the Closure of One Person Company

Closure of an OPC means the lawful procedure of winding up of the OPC, paying off its liabilities, distribution of remaining assets, and removal of the company's name from the records of MCA. Closure can be affected by Strike Off, winding up, or liquidation, depending on financial position and compliance, and explains how to close OPC legally under the Companies Act, 2013.

The winding up of an OPC is initiated, on a voluntary basis, by its sole member or upon receiving an order for compulsory winding up or liquidation from a competent authority. The One Person Company closure process generally consists of passing resolutions, appointing a liquidator if needed, clearing debts, distributing assets, filing the required forms with MCA, and getting a closure certificate. After that, OPC strike off or OPC winding up removes the OPC from the register of companies.

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Process of Closure of a One Person Company

The detailed process of Closure of OPC, also incorporating voluntary winding up OPC, winding up, and liquidation of OPC, is given below:

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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 for the closure, strike-off, and OPC winding up is ₹21,999, which includes the government fees and the fees of professional services offered by 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

Reasons for closure, strike off, or winding up several circumstances might contribute to the closure of One Person Company. They include:

  • Economic reason: This is the main reason for the termination of the One Person Company itself, which happens when the enterprise fails to earn adequate profits to sustain the business, leading to OPC winding up.
  • In situations where a company’s product or service becomes unpopular in the market, it tends to attract fewer clients, and consequently, there will be less revenue. This could result from technology advancement and market changes or changes in market trends and even economic downturns that cause the wind-up of a one person company.
  • Strategic changes: Sometimes, a firm may close because there has been a change in strategy, causing the closure of One Person Company.
  • Retirement or Death: In a situation where retirement or death affects the founder/decision maker, OPC strike off or winding up of a One Person Company may occur due to a possible succession crisis.
  • Issues with regulatory matters: If the business fails to adhere to the statutory or regulatory matters, the business can be forced to shut down operations; hence the need to close OPC in India.
  • Mergers or acquisitions: An OPC may be wound up after a merger or acquisition, causing OPC winding up or liquidation.
  • Legal Issues: In the event the business fails to repay its loans, liquidation of OPC may be required, which at times results in the total winding-up of the business.
  • Natural Disasters: A firm can be forced to close if their premises are damaged or destroyed due to natural disasters, resulting in the closure of One Person Company.
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Conclusion

Therefore, for the closure of One Person Company in the Indian context, the method involves OPC strike off or the voluntary winding up OPC and liquidation process. Irrespective of whether the OPC wants to close the company voluntarily or forcefully, strict norms related to the MCA must be followed. Owing to the complexity associated with how to close OPC, professional expertise is highly recommended.

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FAQs on One Person Company Closure:

What is the closure of One Person Company (OPC)?

The closure of an OPC is the legal process of closing or striking the company down as a legal entity in accordance with the Companies Act, 2013.

What is the procedure for closure of OPC?

The process of closing an OPC includes passing a resolution by its board, determining liabilities, filing specific forms with the ROC, and approval for striking off or winding up.

What is the fee for OPC company closure?

The fee that the government will charge to close an OPC will depend on the procedure that is involved; the strike-off procedure is relatively less expensive compared to the winding up procedure.

What are the methods to close an OPC in India?

An OPC can be dissolved under voluntary strike-off under Section 248 and under compulsory winding up under the Companies Act, 2013.

How long does it take to close a one person company?

The time required for OPC closure is approximately 3 to 6 months, depending on document accuracy and ROC approval time.

Whether a liquidator is obligated to close an OPC?

A liquidator is needed solely in the instance of a wind up and not in the instance of a voluntary strike-off for an OPC.

Can an OPC be closed without clearing its liabilities?

No, an OPC needs to pay off all its liabilities and clear all its dues before making a request for its closure.

What documents are required for OPC closure?

The important documents are board resolutions, affidavits, indemnity bonds, financial statements, and forms related to closing an OPC under ROC.

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