How to Close or Strike Off an OPC in India: STK-2 Process, Fees & Documents

A One Person Company (OPC) in India can generally apply for voluntary strike-off under Section 248(2) of the Companies Act, 2013, by filing Form STK-2 with the Ministry of Corporate Affairs (MCA). Before applying, the OPC must satisfy the applicable eligibility conditions, settle its liabilities, address outstanding filing requirements and prepare the prescribed documents. The application is processed through the Centre for Processing Accelerated Corporate Exit (C-PACE).

What Is a One Person Company (OPC), and When Can It Be Struck Off?

An OPC is a company with a single member, defined in Section 2(62) of the Companies Act, 2013. The member nominates a person who steps in if the member dies or becomes incapable of contracting.

Many people form an OPC to run a business, but at some point it stops operating. If the OPC is inactive and has extinguished all its liabilities, it can be struck off under Section 248 of the Companies Act, 2013.

The process uses these MCA forms:

• STK-2: the company’s application for removal of its name.
• STK-6: the public notice the Registrar publishes after receiving the application, inviting objections.
• STK-7: the final notice of striking off and dissolution, published in the Official Gazette.

OPC Strike Off vs Winding Up vs Dormant Status

Option	Best Suited For	Main Outcome
Strike off	Defunct OPC with no assets, liabilities, or operations	Company name is removed from the RoC register, and the company is dissolved.
Winding up	OPC with assets, liabilities, creditors, or complex closure needs	Formal liquidation process and distribution or settlement of assets and liabilities.
Dormant status	OPC temporarily inactive but intended to revive later	Company stays registered but is marked inactive under Section 455, applied for in Form MSC-1.

For an inactive OPC with no liabilities, strike-off is usually the simplest exit. MCA treats it as a procedure for defunct companies, distinct from liquidation, whether voluntary or by the Tribunal.

When Can an OPC Apply for Strike Off?

Section 248(2) lets a company apply, after extinguishing all its liabilities, on any of these grounds from Section 248(1):

• It failed to commence business within one year of incorporation.
• It has carried on no business or operation for the two immediately preceding financial years, and has not applied for dormant status under Section 455 in that period.
• The subscribers did not pay the subscription they undertook, and the declaration under Section 10A(1) was not filed within 180 days of incorporation.

The sole member must approve the application by resolution. For an OPC, the member’s consent is the 100% approval that a company would otherwise obtain through a special resolution or 75% shareholder consent.

When Should an OPC Not Apply for Strike Off?

An OPC should not apply if it has:

• Any loan, dues, or pending claims from creditors.
• Pending tax liability on income tax, GST, TDS, labour, or other statutory payments.
• Pending legal proceedings, litigation, inspection, or investigation.
• Registered charges that haven’t been satisfied.
• Assets that still have to be sold or transferred.
• An active GST registration, which must be cancelled or surrendered first.
• Received a Registrar’s notice of striking off in Form STK-7 under Section 248(1). Once that is issued, the company cannot file STK-2.

Strike-off does not wipe out liability. Under Section 248(7), the OPC’s directors and the member remain liable for obligations that arose before dissolution.

Legal Basis for OPC Strike Off

• Section 248 of the Companies Act, 2013: the Registrar’s power to remove a company’s name, including the company’s own application under Section 248(2).
• Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016: the procedure and forms.
• Form STK-2: the application for removal of the name.
• Forms STK-3, STK-4 and STK-8: the indemnity bond, the director’s affidavit, and the statement of accounts.
• Form STK-6: the public notice issued after the application is received.
• Form STK-7: the notice of striking off and dissolution under Section 248(5).
• Section 252: the appeal route to the NCLT against a dissolution order.

STK-2 applications are processed by the Centre for Processing Accelerated Corporate Exit (C-PACE), which has handled company strike-off filings since 2023.

Eligibility Conditions for Closing an OPC

Before applying, make sure the OPC:

• Is not carrying on any business.
• Has no pending liabilities under any statute.
• Has no active GST registration, because it has been cancelled or surrendered.
• Has no pending tax assessment or demand.
• Has closed its bank accounts and disposed of its assets.
• Has not done any of the following in the previous three months:
  • changed its name,
  • shifted its registered office from one state to another,
  • disposed of property or rights,
  • carried on any activity other than what is needed to apply for strike off or wind up its affairs,
  • applied to the Tribunal for a compromise or arrangement.

Documents Required for OPC Strike Off

a) Resolution of the sole member approving strike off (with Form MGT-14 where applicable).
b) Statement of accounts in Form STK-8, certified by a practising Chartered Accountant and made up to a day not more than 30 days before the application.
c) Indemnity bond in Form STK-3, notarised, by every director.
d) Affidavit in Form STK-4 by every director.
e) Statement of pending litigation, if any, or a nil statement.
f) PAN and Certificate of Incorporation.
g) Digital signature certificate of the authorised signatory.
h) Proof of GST registration cancellation, if the OPC was registered under GST.
i) Bank account closure letter.
j) NOC or clearance from any concerned authority, where required.

Government Fee and Cost of Closing an OPC

Cost item	Details
Form STK-2 government fee	₹10,000
MGT-14 fee	Only where applicable; depends on authorised capital
Stamp paper and notarisation	STK-3 and STK-4; charges vary by state
CA certification	Statement of accounts in Form STK-8
Late fees on pending filings	Additional fee of ₹100 per day per form under the Companies (Registration Offices and Fees) Rules, 2014, if returns are being filed late
Professional fees	Depends on the compliance backlog

The Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) allowed STK-2 at 25% of the fee and a 90% cut in late fees on pending annual filings. It was extended twice and closed on 15 September 2026. Check the MCA portal for any new relief before filing.

Step-by-Step Process to Close an OPC Through Form STK-2

• Pass the Resolution: The sole member passes a written resolution approving closure and authorising Form STK-2. An OPC does not need to hold a meeting for this.
• Clear the Liabilities: Pay outstanding dues, cancel the GST registration if applicable, and dispose of assets. Close bank accounts only after all payments are made.
• Complete ROC Filings: File the pending annual returns and financial statements where possible. See the compliance clean-up section below.
• Prepare the Statement of Accounts: Get a practising CA to certify the statement in Form STK-8, made up to a date within 30 days before filing.
• Execute the Indemnity Bond and Affidavit: Every director signs STK-3 (notarised) and STK-4.
• File Form STK-2: Upload the form and attachments on the MCA V3 portal with the authorised signatory’s DSC and pay the fee.
• ROC Scrutiny and STK-6 Notice: The Registrar scrutinises the application, may ask for clarifications, and publishes the STK-6 notice inviting objections within 30 days.
• STK-7 and Dissolution: If no valid objection is received and the Registrar is satisfied, the Registrar publishes Form STK-7 in the Official Gazette. The OPC stands dissolved on that publication.

How Long Does OPC Strike Off Take?

Stage	Typical time
Compliance clean-up and document preparation	1 to 3 weeks
STK-2 filing and ROC scrutiny	A few weeks
STK-6 public notice period	30 days
STK-7 publication	After the notice period ends
Overall	Usually 3 to 6 months

Role of Sole Member and Nominee in OPC Closure

An OPC is run by its sole member, who takes all decisions. The nominee does not become a member unless the member dies or becomes incapable of contracting. The nominee’s role is succession.

For strike-off:

• The sole member approves closure by written resolution.
• Every director signs the STK-3 bond and STK-4 affidavit, and an authorised director or signatory files STK-2.
• Section 248 does not require the nominee’s consent, but the nominee should be informed, and records should show it.
• If the member dies or becomes incapable of contracting before closure, the nominee steps in as member. Form INC-4 is filed for the change in membership, and the closure decision is then taken by the new member.

Clearing Pending ROC, GST, Income Tax and Other Liabilities

An OPC must clean up its compliance before applying for strike-off.

2. Pending ROC filings: File pending AOC-4 and MGT-7A. See OPC annual compliance for forms and due dates. Rule 4 does not list pending annual returns as a pre-condition for STK-2. But unfiled returns attract the ₹100 per day additional fee, and the Registrar may raise queries on a defaulting company, so clearing them first is the safer course.
3. GST closure: File all pending GSTR-1 and GSTR-3B, then cancel the GST registration in Form REG-16. Then file GSTR-10, the final return, within three months of the cancellation date or order, whichever is later. For the full sequence, read Cancel GST registration in India.
4. Income tax: File pending returns, including a final return, and reply to any notices.
5. Other dues: Pay pending TDS, PF, ESI and professional tax.
6. Bank account: Close it once all transactions are cleared, and attach the bank’s closure letter.
7. Licences and registrations: Cancel licences, registrations, and subscriptions no longer needed.
8. Records: Keep them after closure, since authorities can ask for past records.

Form STK-2 Filing, RoC Scrutiny and Processing

Form STK-2 is filed online on the MCA V3 portal with the DSC of the authorised director or signatory.

The Registrar can:

• Approve the strike-off.
• Ask for more documents or clarifications.
• Reject the application if eligibility conditions aren’t met.
• Publish the STK-6 public notice before striking off.

After approval, the Registrar publishes Form STK-7, which records that the OPC has been struck off and dissolved.

What Happens After an OPC Is Struck Off?

Once the OPC is struck off:

• Its name is removed from the register of companies.
• The company is dissolved and no longer exists as a separate legal entity.
• It cannot enter new contracts, open bank accounts, or do business.
• Any liability or statutory obligation continues as per law, including the personal liability of the members and directors under Section 248(7).
• A voluntary strike-off does not deactivate the directors’ DINs.

A person aggrieved by the dissolution order can appeal to the NCLT under Section 252 within three years of the order. To understand how revival works, read company strike off clearance.

Keep the financial statements, tax records, and closure declarations for future reference.

Consequences of Not Closing an Inactive OPC

An inactive OPC that isn’t closed faces these risks:

• An obligation to keep filing annual ROC returns every year.
• Additional fees of ₹100 per day, with no upper cap, on late filings.
• Disqualification of directors under Section 164(2) if financial statements or annual returns go unfiled for three continuous financial years.
• Action by the Registrar for non-compliance.
• Difficulty opening bank accounts or raising funding.
• Notices for defaults in GST and income tax filing.

The Registrar can also strike off a defunct or non-compliant company on its own under Section 248(1), which leaves the directors with their liabilities and possible disqualification.

Common Mistakes to Avoid During OPC Closure

• Applying for strike-off without paying GST or income tax liabilities.
• Filing STK-2 while annual returns are overdue and unexplained.
• Filing a statement of accounts that shows assets or liabilities.
• Using a statement of accounts older than 30 days.
• Ignoring notices from the RoC.
• Not informing the nominee.
• Closing the bank account before making statutory payments.
• Believing that strike-off releases the member from past tax or legal liabilities.

Alternatives to Strike Off for an OPC

• Dormant status: If you may restart later, apply in Form MSC-1 under Section 455. The OPC then files an annual return in Form MSC-3.
• Conversion: If you want to grow with partners or investors, convert the OPC into a private limited company. Read about it in conversion of OPC to private limited company.
• Winding up: If the OPC has assets, creditors, or disputes, winding up is the proper route.

How Kanakkupillai Can Help Close Your OPC

Kanakkupillai can help OPC owners close the company properly, fill compliance gaps, and avoid future notices and penalties.

Eligibility Check for OPC Shutdown

• Check the incorporation details, nature of business, and OPC status.
• Decide between strike-off, dormancy, and winding up.
• Identify outstanding ROC, GST, income tax, or labour law compliance.
• Advise on requirements and documentation.

ROC Compliance Clean-Up

• Find outstanding annual returns and statutory compliance.
• Help file pending AOC-4, MGT-7A, and other ROC compliances.
• Make the company ready for strike-off.

Financial and Tax Closure Services

• Help prepare the CA-certified statement of accounts (STK-8).
• Help close the GST registration and file the final GST compliance.
• Help file income tax returns and respond to pending notices.
• Help with outstanding TDS, PF, and ESI compliance.

STK-2 Filing

• Draft the closure resolution, indemnity bond (STK-3), and affidavits (STK-4).
• Prepare the statement of pending litigation and annexures.
• File Form STK-2 on the MCA portal using the DSC.
• Track the ARN, RoC queries, and status until closure.

Member and Nominee Documents

• Review the nominee’s details and succession documents.
• Help file Form INC-4 when the member changes.
• Make sure the member and nominee records are in place.
• Keep all closure documents on record.

Post-Closure Support

• Verify publication of STK-6 and STK-7.
• Help retain statutory and financial records after closure.
• Help with any residual liabilities.
• Help in setting up future businesses.

Conclusion

Closing a dormant One Person Company by strike-off is usually the best way to dissolve it legally, if there are no pending liabilities, disputes, or statutory requirements. The process involves a resolution by the sole member, clearing taxes and dues, completing ROC compliance, a CA-certified statement of accounts, STK-3 and STK-4 from every director, and Form STK-2 filed with the Registrar of Companies. After the 30-day STK-6 notice and no valid objection, the Registrar publishes Form STK-7, and the OPC is dissolved. Because strike-off does not discharge past liabilities, complete all compliance and keep your records before you proceed.

Close your inactive OPC without compliance stress. Get end-to-end strike-off support from Kanakkupillai.

FAQs

1. Can an OPC be struck off if it has never started business?

Yes. An OPC that has failed to commence business within one year of incorporation is eligible under Section 248(1), once it has extinguished all liabilities and meets the filing conditions.

2. Which form is used to strike off an OPC?

Form STK-2 is filed with the Registrar of Companies, processed by C-PACE, to apply for removal of the OPC’s name from the register. It is filed with STK-3, STK-4, and STK-8.

3. Is strike-off the same as winding up?

No. Strike off is generally for defunct companies with no liabilities. Winding up is a formal process used where the company has assets, liabilities, creditors, or complex closure needs. MCA distinguishes strike-off from liquidation.

4. Do I need to file pending annual returns before strike-off?

Rule 4 does not list pending annual returns as a condition for STK-2. But unfiled returns attract an additional fee of ₹100 per day, and the Registrar may raise queries or reject an application with unresolved defaults. It is safer to clear them first, or confirm with a professional.

5. Should GST registration be cancelled before OPC strike-off?

Yes. If the OPC holds an active GST registration, it should be cancelled or surrendered in Form REG-16, and the final return in GSTR-10 filed, before applying for strike-off.

6. Does strike off remove all past liabilities?

No. Strike off removes the company from the register and dissolves it, but it does not extinguish past legal or tax liabilities. Under Section 248(7), the directors and the member can still face consequences for prior defaults.

7. What is the government fee for OPC strike-off?

The Form STK-2 fee is ₹10,000. The 25% concession under CCFS-2026 ended on 15 September 2026. Stamp paper, notarisation, CA certification, and professional fees are extra.

8. How long does it take to strike off an OPC?

It usually takes 3 to 6 months. This includes preparation, ROC scrutiny, the 30-day STK-6 objection period, and the STK-7 notice.

9. Is the nominee’s consent required to strike off an OPC?

Section 248 does not require it, but the nominee should be informed. If the sole member has died or become incapable of contracting, the nominee steps in as member and the decision is taken by the new member.

10. Can a struck-off OPC be revived?

A person aggrieved by the Registrar’s dissolution order can appeal to the NCLT under Section 252 within three years of the order. The Tribunal decides whether to restore the company.

11. Is closing the bank account compulsory before filing STK-2?

Yes. Bank accounts should be closed, and the bank’s closure letter attached, after all statutory payments are made.

12. Can I close an OPC if it has a loan or pending tax dues?

No. Strike-off under Section 248(2) is available only after all liabilities are extinguished. Clear the loan and tax dues first, or consider winding up.