Running an OPC that never really took off, or one you don't need anymore? You can't just stop filing and walk away. If you're looking into how to close a one person company, the correct legal route in 2026 is a voluntary strike-off under Section 248 of the Companies Act, 2013, filed through the Centre for Processing Accelerated Corporate Exit (C-PACE). It is not the same as winding up, and mixing the two up is one of the most common mistakes we see.
Most articles on this topic either copy the same five steps from the MCA website, or worse, describe an old winding-up process involving a liquidator and creditor meetings, which does not apply to a debt-free, asset-free OPC at all. That confusion alone causes people to overpay professionals or delay closure for months.
This guide covers the whole process end to end, using the current 2026 rules. It explains exactly when strike-off applies versus when winding up is actually needed, walks through every document and form, covers GST and PAN closure, state-wise cost ranges, common rejection reasons, and what happens to the company and its director after closure. At LegalDev, we file OPC closures regularly, so this is written from what we actually see go wrong at the ROC stage, not just the bare legal text.
This is the single biggest source of confusion online, and it matters because the two processes are completely different in cost, time, and paperwork.
Strike-off under Section 248 removes a company's name from the register when it has no assets and no liabilities. Winding up under Sections 271 to 365 is a formal court-driven process used when a company has assets to distribute or creditors to settle. Most OPCs that simply never operated, or stopped operating with nothing owed, qualify for the faster strike-off route, not winding up.
If your OPC has zero pending dues, no active contracts, and no assets on its books, you almost certainly want strike-off, not winding up. Winding up involves appointing a liquidator, settling creditor claims, and can take a year or more through the NCLT. Strike-off, by contrast, is now handled centrally through C-PACE and typically wraps up in three to six months.
An OPC, or One Person Company, is a private company with a single member. Closing one legally means removing its name from the Register of Companies maintained by the Ministry of Corporate Affairs (MCA), so it stops existing as a legal entity.
Closing an OPC means applying for voluntary strike-off under Section 248(2) of the Companies Act, 2013. It works by filing Form STK-2 with the Registrar of Companies after clearing all liabilities, closing bank accounts, and getting board and member approval. It is most commonly used for OPCs that never started business or have been inactive for a while.
There are two ways an OPC can be struck off. One is voluntary, where the sole member applies to close it. The other is compulsory, where the ROC removes the company on its own because of non-compliance. The voluntary route is almost always the better option, since a compulsory strike-off can lead to director disqualification.
Not every OPC qualifies. The ROC checks a few conditions before accepting the application.
The process below follows Section 248(2) and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, as processed through C-PACE.
Since May 2023, all applications go through C-PACE instead of individual ROC offices, which has cut typical exit timelines from what used to take six months to over a year, down to roughly three to six months in most cases.
The government fee for filing Form STK-2 is fixed, but the total cost varies depending on professional fees and any pending compliance dues.
The single biggest cost driver isn't the strike-off itself, it's unpaid backlog filings. If your OPC has missed AOC-4 or MGT-7A filings for a couple of years, clearing that backlog before applying is often the most expensive part of the whole exercise. Some government relief windows periodically reduce these fees, so it's worth checking the current MCA notifications before you file.
GST cancellation before an OPC strike-off means filing Form GST REG-16 to surrender the GSTIN, followed by the final return in Form GSTR-10. It works by formally ending the company's tax registration so the ROC doesn't reject the strike-off during cross-verification. It is required in practice even though the Companies Act itself doesn't spell it out as a condition.
On the income tax side, file the company's final income tax return for the last active financial year, and make sure there are no pending demands. The PAN itself isn't automatically cancelled when the company is struck off. It stays on record with the Income Tax Department, so any unfiled return can still trigger a notice years later.
People usually ask this upfront, so here's a realistic breakdown rather than a vague range.
Add it up and a clean, compliant OPC with no backlog can realistically close in about three to four months. One with pending returns or an active GST registration should budget closer to five to six months, mostly because of the time needed to clear the backlog first.
Once Form STK-7 is issued, the company is legally dissolved. It can no longer sign contracts, operate bank accounts, or carry on business in any form.
That said, dissolution isn't the end of everything. Directors remain personally liable for any dues or claims that existed before the strike-off, and the company can still be pursued for recovery of past liabilities even after its name is removed from the register. Any assets that weren't distributed before strike-off vest with the Central Government under Section 250.
A struck-off OPC can also be restored. Under Section 252, an application can be filed with the National Company Law Tribunal (NCLT) within twenty years for a voluntary strike-off, or within three years for a compulsory one, if there's a genuine reason for revival.
A common question we get is whether it's simpler to just stop filing and let the ROC strike the company off on its own. It isn't, and here's why.
Letting the ROC do it for you might feel easier, but it almost always costs more in penalties first and risks disqualification later. If the company is genuinely done, filing for voluntary strike-off is the safer route.
Closing an OPC properly means coordinating the ROC filing, the GST cancellation, and the final income tax return, and getting even one of these out of sequence usually means a rejected application and starting the clock over.
"The most common thing we fix for clients is a rejected STK-2 because the bank account was closed a week too late, or the GST cancellation hadn't gone through yet. These aren't complicated problems, they just need to happen in the right order."
Under the current C-PACE system, most applications take about three to six months from filing STK-2 to the final strike-off order.
The standard government fee is ₹10,000, though fee waivers or discounts sometimes apply under special MCA schemes, so it's worth checking the current rate before filing.
No. The company must have zero liabilities at the time of application. If there are outstanding dues, clear them first or consider winding up instead.
No. The PAN stays on record with the Income Tax Department. You still need to file the final return and inform the department that the company has closed.
If the strike-off is voluntary and done correctly, the director's DIN stays active and can be used for other companies. Only a compulsory strike-off due to non-compliance risks disqualification.
Yes, through an application to the NCLT under Section 252, within twenty years for a voluntary strike-off or three years for a compulsory one, provided there's valid grounds.
It's not written into the Companies Act directly, but in practice, an active GST registration almost always leads to rejection during ROC verification, so it should be cancelled beforehand.
The indemnity bond (STK-3) and the affidavit (STK-4) must be signed by the director, and the director needs an active DSC to file Form STK-2 online.
No. Strike-off under Section 248 is for companies with no assets and no liabilities. Winding up is a formal NCLT process used when there are creditors or disputes to settle.
Strike-off is a simplified administrative removal from the register for a debt-free, asset-free company, handled through C-PACE. Voluntary winding up is a more formal process used when the company has assets to distribute or creditors to settle, and it typically runs through the NCLT with a liquidator involved.
Not immediately. You'll need to file the overdue AOC-4 and MGT-7A returns first, along with any late fees, before the ROC will accept your strike-off application.
Doing this properly, in the right order, is what actually saves time. If you're ready to close your OPC, LegalDev can manage the filing from the board resolution through to the final strike-off order.