Stop Recurring Compliance Costs
An inactive OPC still requires AOC-4, MGT-7A, ITR-6 and GST returns costing ₹10,000–₹20,000 yearly. Closure ends these permanently.
OPC Closure
Opc Closuer Registration
Strike off your One Person Company via STK-2 through C-PACE. 100% online process in 3 to 6 months.
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3–6 MonthsStrike Off Timeline
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SAMPLE
Certificate of Incorporation
Ministry of Corporate Affairs (MCA) — sample certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
01
Section 248
Voluntary strike off via Form STK-2
02
C-PACE
Centralised processing since April 2023
03
No EGM Needed
Sole director’s board resolution is sufficient
04
3–6 Months
Typical timeline for voluntary strike off
OVERVIEW
What is OPC Closure?
OPC closure is the legal process of permanently removing a One Person Company from the MCA register by filing Form STK-2 under Section 248 of the Companies Act, 2013, processed centrally by C-PACE (Centre for Processing Accelerated Corporate Exit).
Unlike Private Limited Company closure, OPC closure is simpler because the single member-director can pass a board resolution without needing an extraordinary general meeting or special resolution. The process involves clearing pending filings, cancelling GST, obtaining NOCs, and filing STK-2 with supporting documents. The entire process takes 3 to 6 months.
Governing LawCompanies Act, 2013 (Sec 248)
Processing AuthorityC-PACE
Key FormSTK-2
Timeline3 to 6 months
REASONS TO CLOSE
Reasons to Close an OPC
Protect Your DIN
Non-filing for 3 consecutive years triggers DIN disqualification under Section 164(2). With only one director, this blocks all future company roles for 5 years.
Scaling to a Different Entity
Moving to a Pvt Ltd for funding or an LLP for flexibility? Close the OPC cleanly before incorporating a new entity.
Avoid Penalty Accumulation
Late filing attracts Section 403 multipliers (2x–12x) plus ₹10,000 + ₹100/day per form. Over 3 years, penalties can far exceed the closure cost.
METHODS
Methods to Close an OPC
| Parameter | Voluntary Strike Off (STK-2) | Compulsory by ROC | Voluntary Liquidation (IBC) |
|---|---|---|---|
| Legal Provision | Section 248(2) | Section 248(1) | IBC Section 59 |
| Initiated By | Sole director (proactive) | ROC (suo motu) | Company via NCLT |
| Timeline | 3 to 6 months | 3 to 12 months | 1 to 3 years |
| Total Cost | ₹12,000 – ₹16,000 | Nil (but penalties accumulate) | ₹1,00,000 – ₹3,00,000 |
| Liabilities | Must be nil | Not checked | Can have pending liabilities |
| DIN Impact | DIN stays active | DIN disqualified (Sec 164(2)) | Depends on case |
| Best For | Inactive OPCs, nil liabilities | Not recommended | OPCs with complex debts |
C-PACE
What is C-PACE for OPC Strike Off?
Centralised Authority
C-PACE (Centre for Processing Accelerated Corporate Exit) was established by MCA on 17 April 2023 to process all STK-2 applications pan-India from a single centre.
Faster & Predictable
Your closure timeline no longer depends on the local ROC office workload. Typical C-PACE processing is 30–60 working days after STK-2 acceptance.
Pan-India Jurisdiction
OPCs registered under any ROC (Mumbai, Delhi, Bangalore, etc.) all submit to the same C-PACE processing centre.
Gazette & STK-7
After review, a public notice (STK-5A) is published. A 30-day objection period follows. If no objections, STK-7 (final dissolution notice) is issued.
ELIGIBILITY
Eligibility & Restrictions for OPC Strike Off
| Requirement | Detail |
|---|---|
| Company Status | Not carrying on business for 2+ years OR never commenced business within 1 year of incorporation |
| Liabilities | All liabilities must be nil or fully settled before filing |
| Annual Returns | All AOC-4 and MGT-7A filed up to date |
| Income Tax | Final ITR-6 filed; no pending tax demands |
| GST Status | GST registration cancelled; GSTR-10 filed |
| Legal Proceedings | No ongoing litigation or regulatory investigations |
| Director Approval | Board resolution by sole director (no EGM needed) |
| Nominee | Written acknowledgment from nominee (Form INC-3 holder) |
Restrictions: STK-2 cannot be filed if the company disposed of property, changed registered office, or filed an NCLT application in the last 3 months, or is under investigation / court winding up.
READINESS CHECKLIST
OPC Closure Readiness Checklist
| # | Checklist Item | Status Required |
|---|---|---|
| 1 | All AOC-4 (financial statements) filed up to date | Filed |
| 2 | All MGT-7A (annual returns) filed up to date | Filed |
| 3 | GST registration cancelled via Form REG-16 | Cancelled |
| 4 | GSTR-10 final return filed | Filed |
| 5 | Final ITR-6 filed for the closure period | Filed |
| 6 | All liabilities settled (creditors, banks, vendors) | Nil balance |
| 7 | NOCs obtained from creditors and regulators | Obtained |
| 8 | Nominee acknowledgment letter obtained | Signed |
| 9 | Class 3 DSC valid and registered on MCA | Active |
| 10 | STK-8 statement of accounts prepared (within 30 days of filing) | Prepare last |
PROCESS
Step-by-Step OPC Closure Process
1. Pass Board Resolution for Closure
The sole director passes a board resolution authorising voluntary closure and STK-2 filing. No EGM or special resolution is required. Record in the minutes book.
2. Clear All Pending Compliance Filings
File all pending AOC-4 and MGT-7A up to the date of closure. Late filings attract Section 403 multipliers (2x–12x) and potential penalties of ₹10,000 + ₹100/day per form.
3. Cancel GST Registration and File GSTR-10
Apply for GST cancellation using Form REG-16. File GSTR-10 final return within 3 months of cancellation.
4. File Final Income Tax Return (ITR-6)
File final ITR-6 covering the period up to the closure date. Obtain income tax clearance or NOC if required.
5. Settle Liabilities and Obtain NOCs
Settle all outstanding debts. Obtain NOCs from creditors, banks and regulatory bodies (CBDT, GSTN, EPFO, ESIC as applicable).
6. Prepare Statutory Documents
Prepare indemnity bond (STK-3), director affidavit (STK-4) and statement of accounts (STK-8) certified by a professional. STK-8 must not be older than 30 days from filing.
7. File Form STK-2 on MCA Portal
File STK-2 with all attachments. Sole director signs with Class 3 DSC. Professional certifies the form. Pay government fee ₹200–₹600.
8. C-PACE Processing and Gazette Notification
C-PACE reviews the application. Public notice (STK-5A) is published. 30-day objection period follows. If no objections, STK-7 (final dissolution notice) is issued.
DOCUMENTS REQUIRED
Documents Required for OPC Closure
1. Board Resolution
By sole director authorising closure and STK-2 filing. No EGM needed.
2. Indemnity Bond (STK-3)
On stamp paper (₹100–₹500, state-dependent), notarised.
3. Affidavit (STK-4)
Notarised before a Notary Public, verifying no pending liabilities.
4. Statement of Accounts (STK-8)
Certified by a qualified professional, not older than 30 days from filing.
5. Nominee Acknowledgment
Written acknowledgment from the INC-3 nominee regarding OPC closure.
6. NOCs, GST & ITR Proofs
NOCs from creditors/regulators, GST cancellation certificate, GSTR-10 and final ITR-6 acknowledgments.
CONSEQUENCES
What Happens If You Don't Close Your OPC
DIN Disqualification
Under Section 164(2), the sole director is disqualified for 5 years after 3 consecutive FYs of non-filing. Cannot start or join any company.
Accumulated Penalties
₹10,000 + ₹100/day per overdue form (capped). Section 403 additional fees of 2x–12x stack up over years.
Compulsory Strike Off
ROC may initiate suo motu strike off under Section 248(1), which also triggers director disqualification.
Recurring Compliance Burden
Annual AOC-4, MGT-7A, ITR-6 and GST returns continue to cost ₹10,000–₹20,000 per year until formal closure.
WHY CHOOSE US
Why Corporate Mart?
Expert OPC STK-2 Filings
Specialists experienced in One Person Company strike off via C-PACE, with focus on DIN protection and first-attempt acceptance.
Complete End-to-End Package
Board resolution, STK-3, STK-4, STK-8, nominee acknowledgment, NOC collection, GST cancellation, final ITR and C-PACE tracking.
No EGM Complexity
We leverage the OPC advantage: sole director board resolution is sufficient. No special resolution or multi-shareholder coordination needed.
Transparent Pricing
Clear with dedicated professional support. Government fees and stamp duty charged separately at actuals. No hidden charges.
FAQ
Frequently Asked Questions
File Form STK-2 under Section 248(2) for voluntary strike off. The sole director passes a board resolution (no EGM needed), clears pending AOC-4/MGT-7A, cancels GST, files final ITR-6, prepares STK-3, STK-4 and STK-8, and submits STK-2 to C-PACE. The process takes 3 to 6 months.
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. Government fee for STK-2 is ₹200–₹600. Stamp duty, Expert certification and DSC (if needed) add extra. Total for a clean OPC is typically ₹12,000–₹16,000. Pending returns increase the cost.
C-PACE (Centre for Processing Accelerated Corporate Exit) is the centralised MCA authority established on 17 April 2023 that processes all STK-2 voluntary strike off applications pan-India, replacing individual ROC offices for this function.
No. Unlike Private Limited Companies, an OPC requires only a board resolution by the sole director. No extraordinary general meeting or special resolution is needed.
You risk DIN disqualification under Section 164(2) after 3 consecutive FYs of non-filing, accumulated penalties of ₹10,000 + ₹100/day per form, and possible compulsory strike off by ROC.
Yes. A written acknowledgment from the nominee (Form INC-3 holder) regarding the OPC closure is required as part of the STK-2 documentation.
The statement of accounts (STK-8) must not be older than 30 days from the STK-2 filing date. Prepare it last to avoid expiry and re-certification costs.
Yes. An OPC struck off under Section 248 can apply for restoration through NCLT within 20 years. Dissolution under IBC is generally final.
