Winding up or Closing a One Person Company (OPC)

Filing a proper application for winding up or closing a one person company (OPC), and following the prescribed procedure for closure, are absolutely necessary for closing the OPC legally and officially. Though inoperative, an OPC is compulsorily required to file all regulatory compliances and regular returns punctually, unless it has filed the closure documents with the concerned ROC.

It is because, to make the OPC free from its legal and regulatory compliances and thus declare that closed, there is mandatory need of updating the ROC or MCA database related with the closing OPC. A One Person Company (OPC) may be wound up either voluntarily or by the order of the Tribunal. Also, an OPC which has been inoperative regularly for past one year, counted from the date of its incorporation, may apply for closure under the Fast Track Exit (FTE) scheme of the MCA.

Here, it may be noted that, this winding up of an OPC is different from changing it to a private or public limited company at any point of time when its paid-up capital exceeds INR 50 Lac OR its average annual turnover of three immediately preceding consecutive financial years becomes more than INR 2 Crore.

Required Documents

Application for striking off the name of OPC

Indemnity Bond notarized by Directors.

Statement of Accounts latest.

Statement of Accounts containing assets & liabilities of the Company Audited by CA.

Affidavit in Form STK 4 by sole Director.

Signed Resolution by sole member.

Bank Account Closure Certificates

PAN Card of the Company.

One Person Company (OPC) Closure Process

Under One Person Company (OPC) it does not require any consent from any other person. Further the company closure request should be filed after repaying all creditors, disposing all assets and closing all bank accounts. Further, kindly note the following points:

- Take NOC form after clearing the dues/liabilities.

- If you are registered with any government department, then you must seek NOC to close the business operations like from Income Tax Department etc.

Passing a resolution with support of 2/3rd in value of the creditors of the OPC, for voluntary winding up of the company.

The notice of this board resolution is to be submitted to the relevant ROC within 10 days of its approval from the creditors. A declaration is also to be submitted stating that the OPC has no debts, or if there are some debts, these will be paid off through sales of its assets within one year

Filing the application for striking off the OPC with the concerned ROC, together with submitting the Board Resolution in favor of winding up. In case, the closing OPC has been inactive for one year after its incorporation, then the Form FTE is to be filed with ROC, within 30 days from the date of signing the statement of assets and liabilities of the closing OPC.

The resolution for winding up is also to be advertised in the Official Gazette and also in a newspaper which is widely circulated in the district where the head office/registered office of the closing OPC is located.

Appointing a registered Liquidator for processing of necessary tasks associated with the winding up of the OPC. This liquidator is required to maintain and submit all requisite reports and accounts to the Tribunal and also to the Registrar.

Submission of the Statement of Accounts, Statement of Assets and Liabilities, Indemnity Bond, etc.

Lastly, if satisfied, the Tribunal and the Registrar will pass the winding up, and declare the OPC closed.