How to Voluntarily Strike Off a One Person Company (OPC)
- adityas41
- Feb 24
- 5 min read
As an entrepreneur, you may have started a One Person Company (OPC) with great enthusiasm and vision. However, circumstances can change, and there may come a time when you decide to close down your OPC. In such a situation, it's crucial to follow the proper legal procedure for striking off your company from the official records. In this blog post, we'll guide you through the process of voluntarily striking off an OPC in India, with a focus on the key steps, requirements, and the role Fiscal Flow can play in assisting you.
Understanding One Person Company (OPC)
Before we dive into the striking off process, let's quickly recap what an OPC is. A One Person Company is a type of private limited company introduced in India under the Companies Act, 2013. The key feature of an OPC is that it can be incorporated by a single person, who is both the shareholder and director of the company. OPCs offer the benefits of limited liability and separate legal identity while allowing entrepreneurs to run their business as the sole owner.
Reasons for Striking Off an OPC
There can be various reasons why you might choose to strike off your OPC. Some common scenarios include:
The business has served its purpose, and you wish to close it down.
You want to transition to a different business structure, such as a partnership or a multi-member company.
The OPC has remained inactive for a prolonged period, and you don't intend to carry on any business activities in the future.
Personal circumstances, such as retirement or relocation, make it unfeasible to continue running the OPC.
Whatever your reason may be, it's essential to follow the proper procedure for striking off your OPC to avoid any legal complications down the line.
Eligibility Criteria for Striking Off an OPC
Before initiating the striking off process, you must ensure that your OPC meets certain eligibility criteria. These include:
The OPC has not conducted any business operations for a period of one year preceding the application for strike off.
The OPC has no assets or liabilities on its balance sheet.
The OPC has no pending or ongoing legal proceedings, disputes, or claims.
The OPC has filed all its annual returns and financial statements up to the date of the application for strike off.
The OPC has paid all its statutory dues, such as taxes and fees, to the relevant authorities.
If your OPC fulfills these criteria, you can proceed with the striking off application.
Step-by-Step Process for Striking Off an OPC
The process of striking off an OPC involves several steps and compliance requirements. Let's go through them one by one:
Step 1: Pass a Board Resolution
The first step is to pass a board resolution approving the decision to strike off the OPC. As the sole director of the OPC, you'll need to draft and sign this resolution, stating the reasons for the proposed strike off and authorizing yourself to undertake the necessary actions.
Step 2: File Form STK-2
Next, you need to file Form STK-2, which is the application for striking off the name of the OPC from the register of companies. This form is to be filed with the Registrar of Companies (ROC) having jurisdiction over your OPC. The form requires you to provide various details, such as:
The name and registered office address of the OPC
The reasons for striking off the OPC
A declaration stating that the OPC meets all the eligibility criteria for strike off
A statement of accounts showing nil assets and liabilities
An affidavit from the director confirming that the OPC has no pending liabilities or legal proceedings
Along with Form STK-2, you'll also need to attach supporting documents, such as the board resolution, statement of accounts, and affidavit.
Step 3: ROC Scrutiny and Public Notice
Upon receiving your application, the ROC will scrutinize the documents and verify the eligibility of your OPC for strike off. If satisfied, the ROC will issue a public notice inviting objections, if any, to the proposed strike off. This notice will be published on the official website of the Ministry of Corporate Affairs (MCA) and may also be sent to other regulatory authorities, such as the Income Tax Department.
The public notice period is typically 30 days, during which any interested parties can raise objections to the strike off. If no objections are received within this period, the ROC will proceed with the strike off process.
Step 4: ROC Approval and Striking Off
If no objections are raised or if the objections are resolved satisfactorily, the ROC will pass an order approving the striking off of your OPC. The ROC will then issue a certificate of dissolution, which is the formal confirmation that your OPC has been struck off from the register of companies.
From the date of the dissolution certificate, your OPC will cease to exist as a legal entity. You'll need to preserve the books and records of the OPC for a period of three years from this date, in case any issues or inquiries arise in the future.
Role of Fiscal Flow in Striking Off an OPC
Striking off an OPC involves several legal and compliance requirements, which can be complex and time-consuming. This is where Fiscal Flow, a leading tax and compliance firm in India, can help.
Our team of expert professionals can guide you through the entire process of striking off your OPC, from assessing your eligibility to filing the necessary forms and documents with the ROC. We can help ensure that all the compliance requirements are met and that the process is completed smoothly and efficiently.
Moreover, Fiscal Flow can also assist you with other aspects of closing down your OPC, such as filing final tax returns, canceling registrations and licenses, and resolving any pending compliance issues. By partnering with us, you can have peace of mind knowing that your OPC closure is being handled by experts who understand the legal and regulatory landscape.
Conclusion
Striking off an OPC is a significant decision that requires careful consideration and planning. By following the proper procedure and seeking professional assistance, you can ensure a smooth and compliant closure of your company. At Fiscal Flow, we're committed to helping entrepreneurs navigate the complex world of compliance and regulation. If you're considering striking off your OPC, we invite you to reach out to us for guidance and support.
Our team is here to help you every step of the way, from starting your business to closing it down when the time comes. With Fiscal Flow by your side, you can focus on your entrepreneurial journey with confidence and peace of mind.
