Closure / Winding-up
of a One Person Company (OPC)
One Person Company
(OPC) in India is governed by the provisions of the Companies Act, 2013.
Through winding-up the existence of an OPC is
brought to an end and relieve member of the company from various legal and
regulatory compliance besides savings on cost of compliance. An OPC can be
wound up under the mechanism of either voluntary winding up or compulsory
winding up.
Under
Voluntary winding up mechanism, OPC can be wound up either “by declaring OPC as
defunct” or “by winding up of OPC as a going concern”. A defunct OPC is the OPC,
which has failed to carry on any business operations since its incorporation or
for the period of one year or more on the date of application. In such case, OPC
can suo-moto applies to the registrar for declaring the company as defunct and
consequently Registrar strike off the name of OPC from the register. Registrar
also has the power to strike off any defunct OPC after satisfying himself of
the need to strike off and has reasonable cause, by following necessary
procedure specified by law. Before applying for winding up, by declaring OPC as
defunct following conditions must be fulfilled:
1.
Cessation
of all the commercial operations.
2.
Closure
of the bank account in the name of OPC.
3. A
declaration by director to the effect that company is free of debts (where all
creditors have been paid) or is able to pay the debts.
4.
A
statement of pending liabilities and litigations together with declaration by
director to the effect that all liabilities will be met by the applicant.
5.
CA
certified financial statement of the company for the most recent year, compiled
for the period upto 30 days prior to the date of filing of winding up
application.
6.
No
Objection Certificates (NOCs) for closure from unpaid creditors and regulatory
bodies, if any.
7. OPC annual compliance forms must be filed up to the end of FY in which OPC has ceased to carry operations before filing application for winding up in specified Form-STK 2.
Under
compulsory winding up mechanism, OPC can be wound up by order of the Tribunal
for either of the reasons mentioned below:
Ø Ø Where the OPC breaches the upper threshold limit of paid up capital exceeding Rs. 50 Lakhs or average annual turnover of Rs. 2 Crores;
Ø
Where
the OPC is not in a position to pay its debts;
Ø
Where
the OPC has acted against the interests of the sovereignty and integrity of
India, the security of State or public order;
Ø
Where
the OPC has not filed with the Registrar Statement of Accounts and Solvency or
Annual Returns for any five consecutive financial years;
Ø
Where
the Tribunal is of the opinion that it is just and equitable that the OPC should be wound up.
At FastCorp, we can help you wind-up your OPC by making entire process smooth, stress free and fast by extending our professional expertise and experience. During our assistance, we help you execute all the documents necessary for wind up of OPC and also help you in surrendering all the business registrations, file final returns; secure no-objection etc. wherever applicable.