Business Registrations
How to Reopen or Restore a Struck-Off Private Limited Company in India
Imagine you registered a private limited company a few years ago, but it was stricken off the records due to paperwork or commercial slowdown.
6 min read
Close a One Person Company
An inactive OPC still has to file every regulatory compliance and return on time until its closure documents are with the Registrar. Filing for closure is what ends that obligation.
- Resolutions, affidavits and the indemnity bond drafted
- A draft no objection certificate for your creditors provided
- The strike-off application filed with the MCA
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- The application filed in 20 working days
- No liquidator and no application to the Tribunal
- A dedicated relationship manager from start to finish
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Close the formA few details, then secure checkout. Your expert takes it from there.
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Closing a One Person Company
The two ways out, which one applies to you, and why owners choose LegalWiz.in to handle the closure.
Where an OPC has been inoperative for more than one year from the date of its incorporation, the owner may apply for its closure under the normal procedure or under the Ministry’s Fast Track Exit scheme. If not, it can be wound up voluntarily or by order of the Tribunal.
The reason to act rather than leave it is that an inoperative company is still compulsorily required to file all its regulatory compliances and its regular returns punctually, until it has filed the closure documents with the Registrar concerned. Filing for closure is what relieves the members of those legal and regulatory obligations.
Once approved, the company’s name is removed from the register and it ceases to exist in the eyes of the law. Before the application can be made, every liability has to be repaid or extinguished and a no objection certificate obtained from the creditors.
- Easiest route
- Striking off
- The Fast Track Exit scheme
- Dormant period
- One year
- From the date of incorporation
- Liabilities
- Must be nil
- Repaid or extinguished before filing
- Approval needed
- Member and creditors
- A special resolution, or 75% of paid-up capital
- Filed in
- Form STK-2
- Online with the Registrar of Companies
- Government fee
- ₹5,000
- Payable with form STK-2
- Strike-off takes
- About 90 days
- From the date of filing
- Application filed in
- 20 working days
- Which is when our work is done
Why owners choose LegalWiz.in
- An expert team of qualified CA, CS and lawyers
- A dedicated relationship manager with on-call support
- The entire closure is handled online
- Quick turnaround and economical pricing
- Thousands of happy customers across every state in India
- Backed by secure technology
What the closure covers
Your relationship manager and the drafting team handle everything below. You supply the documents once and execute the affidavit and the indemnity bond.
- Review of the details and documents furnished
- Drafting of the necessary resolutions
- Drafting of the affidavit and the indemnity bond
- A draft no objection certificate for your creditors
- Preparation of the other necessary documents
- Preparation of the applications for online filing
- Filing of the required forms and documents with the MCA
- The application for striking off the company’s name
Government fees are charged at actuals, including the ₹5,000 that accompanies form STK-2. The closing documents have to be filed within 30 days of the date the statement of assets and liabilities is signed.
Closure, winding up and dissolution
Closure
Done voluntarily by the owner, through the Fast Track Exit scheme. This is the service on this page.
Winding up
May be voluntary or by order of the court, and an official liquidator is appointed to monitor the process throughout.
Dissolution
Initiated by the court, to end the legal existence of the company.
The Registrar may act too
The Registrar can remove a company that has not carried on business for the two immediately preceding financial years, on their timetable rather than yours.
The two ways to close an OPC
Which one applies to you depends on whether the company still has anything on its books.
Striking off
Removal through the Fast Track Exit scheme. Where a company gains the status of a dormant company, with no activity since its inception or in the past year, it becomes a defunct company and can be wound up through the fast-track procedure, in form STK-2. The condition is that it has no assets or liabilities. It can be filed by the Registrar or by the company itself.
Winding up
A more elaborate process, necessarily used where the company has assets and liabilities. It is done by holding a meeting approved by at least two-thirds of the creditors participating in it, and a liquidator is appointed to manage the affairs of the company being wound up.
Striking off against winding up
The route is decided by what is still on the company’s books. Open any row to read the detail behind both answers.
| Attribute | Striking off | Winding up |
|---|---|---|
| Which route applies | ||
| A dormant entityThe fast-track route, for an entity that has stopped trading and has little or nothing left on its books. | An operating entityThe route for an entity that is still operative and has assets to realise and liabilities to settle. | |
| One yearInoperative since incorporation, or for the past one year, which is what gives the company its dormant status. | Not requiredWinding up is available whether or not the entity has traded. It is the route for one that has. | |
| Must be nilEvery liability has to be repaid or extinguished and the books closed before the application goes in. | Realised and settledAssets are sold and the proceeds applied against the liabilities as part of the process itself. | |
| What it involves | ||
| Not appointedNo liquidator and no application to the Tribunal, which is the main reason this route is faster and cheaper. | RequiredA liquidator is appointed to manage the affairs of the entity for the whole of the process. | |
| Member and creditorsA special resolution, or the consent of members holding 75% of the paid-up share capital, plus a no objection certificate from any creditor. | Members, directors, creditorsApproval is needed from all three, and the Tribunal is involved where the winding up is compulsory rather than voluntary. | |
| Form STK-2Filed online with the Registrar of Companies. | Depends on the routeA voluntary winding up and one ordered by the Tribunal follow different procedures and different forms. | |
| What to expect | ||
| LowerNo liquidator to pay and fewer filings. For a dormant entity the cost of the exit is usually less than another year of keeping it compliant. | HigherThe liquidator, the valuations and the longer schedule each carry a cost. | |
| About 90 daysCounted from the date the application reaches the Ministry. The Registrar then publishes a notice inviting objections before the name is removed. | Considerably longerIt is a time-consuming process and no reliable figure can be put on it in advance. Your relationship manager will estimate it against your own books. | |
| Next step | Get started | |
Swipe the table sideways, Striking off stays in view. Open any attribute to read the detail behind both answers.
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Documents required to dissolve a One Person Company
Most of this is about proving the company has nothing left on its books. We draft the NOC for you.
Incorporation documents
The company’s MoA and AoA, its Certificate of Incorporation, its PAN card and any other registration certificates.
Accounting information
The financial statement of the company for the most recent year, prepared within 30 days before the application is filed.
Details of activity
Whether the company has been operative for any period, and if so, since when operations have been discontinued.
Legal liabilities
A statement of any pending litigation involving the company.
NOC from creditors
A no objection certificate for the closure from every creditor, where there are any. The draft is provided by our experts.
NOC from regulatory bodies
A no objection certificate for the closure from the Income Tax Department, SEBI, the RBI and any other authority where relevant.
Close your OPC in three easy steps
Step 01
Answer a few quick questions
- Spend less than 15 minutes on a simple set of questions
- Share the basic details and documents required for the closure
- Pay through a secure payment gateway
Step 02
Our experts take over
- You are assigned a dedicated relationship manager
- The necessary resolutions are drafted
- The affidavit and indemnity bond are drafted for execution
- The strike-off application is filed with the MCA
Step 03
The closure application is filed
- Our part takes 20 working days
- The MCA then takes about 90 days to strike the name off
Subject to government processing time.
How long the closure takes
Twenty working days to get the application filed. The strike-off itself follows about 90 days later, once the Registrar has published the notice and no objection has been received.
Days 1 to 2
2 of 20 working days
- Discussion and collection of basic information
- You provide the required documents
Days 3 to 8
6 of 20 working days
- Review of the details and documents furnished
- Drafting of the necessary resolutions
- Drafting of the affidavit, indemnity bond and other documents
- You return the executed affidavit, indemnity bond and signed documents
Days 9 to 15
7 of 20 working days
- Preparation of the applications for online filing
- Filing of the required forms and documents with the MCA
- Application for striking off the company’s name
Days 16 to 20
5 of 20 working days
- Government processing time to approve the strike-off
- Notice of strike-off published by the MCA after approval
Subject to government processing time. After the application reaches the Ministry it takes about 90 days for the company to be struck off the MCA records.
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What does closing a One Person Company mean?
A closure can be filed where the company is not active and the owner wants to be free of its liabilities and compliances.
The company has to repay or extinguish all its liabilities and receive a no objection certificate from its creditors before the closure application is filed. A meeting is then conducted at which the director and member decide on the closure, by signing a special resolution or with the consent of members holding seventy-five per cent of the paid-up share capital.
Can the Registrar remove the company on their own initiative?
Yes. The Registrar of Companies can remove a company name where there is reasonable cause to believe that:
- The company failed to commence its business within one year of its incorporation, or
- The company has not carried on any business or operation for the two immediately preceding financial years and has not applied within that period for the status of a dormant company
How is a One Person Company dissolved in India?
The closure is filed in form STK-2, along with a government fee of ₹5,000 and the necessary documents.
Two things have to happen first: all liabilities have to be paid and a no objection certificate obtained for the closure, and the consent of two-thirds of the creditors has to be obtained.
How long does the strike-off take under the fast-track exit scheme?
After the application is filed with the Ministry of Corporate Affairs it takes about 90 days for the company to be struck off the MCA records.
When is a One Person Company considered dissolved?
The Registrar publishes a list of struck-off companies in the Official Gazette.
A company under the fast-track exit mode is considered closed from the date of publication of that notice in the Official Gazette.
What is the time limit to file the closure documents?
The closing documents have to be filed within 30 days of the date the statement of assets and liabilities is signed.
Why does the Registrar have to be told about the closure?
To update the MCA data and free the One Person Company from all its legal compliances.
A company that simply stops trading without being struck off keeps its filing obligations, and the defaults that follow from missing them.
What is the difference between closure, winding up and dissolution?
Closure of the OPC is done voluntarily, through the fast-track exit scheme.
Winding up may be voluntary or by order of the court, with an official liquidator appointed to monitor the process. Dissolution is initiated by the court, to end the legal existence of the company.
What is the fast track exit scheme?
A scheme introduced by the Ministry of Corporate Affairs for inactive companies, allowing them to wind up and have their names struck off the MCA record with fewer formalities.
Why is it worth closing the company rather than leaving it?
Closing is the best option where the company is not running, because it:
- Saves the yearly compliance cost
- Removes the risk of non-compliance
- Removes the risk of high penalties and prosecutions
- Removes the risk of falling into default
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Close your One Person Company
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