Closure Process for Pvt Ltd Company, LLP and OPC

Private Limited Company

Closure Process for Pvt Ltd Company, LLP and OPC

Registrationwala

A business can be closed for a variety of reasons, including persistent financial losses, change in strategic plans and achieving the goals for which it was established. If you want to close a business, the process differs depending on the exact business model. 

In this blog post, we shall explain the process to close a private limited company, limited liability partnership and one person company one by one.

Business Closure Procedure

The process for closing a business is heavily influenced by the business structure chosen at the time of registration. Herein, we shall explain how you can close a pvt ltd co, LLP and OPC one by one:

Closure Process for Private Limited Company

The following steps are involved in the company closure process for a private limited company:

Step 1: For the purpose of closing a pvt ltd company, a board meeting must be held and a resolution must be passed for closure of the company by not less than two thirds of the board members. All outstanding liabilities of the company must be settled prior to finalization of the closure process.

Step 2: After passing the resolution, a general meeting must be called for and a special resolution must be passed thereunder. It is important to note that the special resolution requires approval of at least 75% of shareholders. 

Step 3: Once the special resolution is passed, the ROC must be notified about it within 30 days by filing necessary forms and applications.

Step 4: In case of voluntary strike off, FORM STK 2 must be presented before ROC. The following documents must be attached to this form:

Step 5: After filing an application, the ROC shall examine it. If it meets all the requirements, ROC will serve a public notice in the official Gazette as well as ROC website within 30 days. During this period, objections can be filed by the stakeholders. 

Step 6: In case of no objection, the ROC will clear the application for company closure and strike off the company name from the register. Finally, it will issue an official certificate of dissolution to the company.

Closure Process for Limited Liability Partnership 

To close a limited liability partnership, the following steps need to be fulfilled:

Step 1: To begin the LLP closure process, it is necessary to hold a meeting with all the designated partners. They must express their intentions for LLP winding up and give their consent for the same. 

Step 2: Upon consent, the business operations must be ceased entirely. Thereafter, the company’s promoters must file LLP Form 24, which is the LLP closure form. 

Step 3: Before the LLP opts for closure, it must have closed bank accounts under its name. Additionally, it should have obtained a letter stating account closure from the banking institution.

Step 4: Thereafter, LLP’s statement of account must be prepared and verified by a practicing chartered accountant. The statement must not be dated over 30 days from the filing date of Form 24.

Step 5: While filing the form, each LLP partner must provide an affidavit declaring that the attached documents and details filed in Form 24 are correct as per their knowledge.. Additionally, all the LLP partners must enter into an indemnity bond for taking up personal responsibility if any liabilities arise in the future.

Step 6: All preparing and arranging all the necessary documents, Form 24 must be digitally signed by all the partners and then filed with the ROC. Once ROC receives the form, it’ll strike off the LLP name from the register. After this, the LLP will cease to exist.

Company Closure Process for One Person Company

Company closure process for an OPC necessitates completion of below-mentioned steps:

Step 1: To initiate OPC closure process, a board meeting must be held wherein a resolution must be passed for closing OPC. This resolution requires the support of at least two thirds in value of the company's creditors.

Step 2: The resolution and minutes of the meeting must be submitted to the relevant ROC within 10 days of creditors’ approval. In addition to this, an affidavit needs to be filed that outlines that OPC is free of debts, or in case there are any debts, they shall be paid off through sales of its assets within a span of one year.

Step 3:  Now, an application for striking off the OPC must be filed with the ROC of the respective state, along with board resolution in favour of winding up. Form FTE must be filed with ROC within a span of 30 days from date of signing statement of assets and liabilities if the OPC-to-be-closed has been inactive for one year after its incorporation. 

Step 4: Additionally, the resolution for winding up of OPC must be published in the Official Gazette and ROC website. This step is crucial as it informs stakeholders about the OPC's closure and allows them to raise objections if necessary.

Step 5: If no objections are raised within 30 days of publication, the ROC will remove the OPC name from its register and issue a notice confirming the company’s dissolution.

Conclusion

To close a business in India, the process varies depending on the business structure. However, whether you want to close an LLP, OPC or Pvt Ltd, the process needs to be completed via the Registrar of Companies, Ministry of Corporate Affairs. If you need assistance in the closure of OPC, Pvt Ltd Co or LLP, connect with Registrationwala. We’ll guide you through the necessary steps!

Frequently Asked Questions (FAQs)

Q1. Do I need to file Form FTE with the ROC offline?

A. No, you need to file Form FTE with ROC electronically via the official MCA portal.

Q2. Which form do I need to file with ROC to close an LLP? 

A. You need to file Form 24 for LLP closure.

Q3. What is Form STK 2?

A. Form STK 2 is a form a company must file with ROC for voluntary strike off. Unlike Form FTE meant for dormant companies, Form STK can be filed by active companies.

Q4. Is it necessary for a private ltd company to hold a board meeting for business closure?

A. Yes, holding a boarding meeting is a necessary step in the pvt ltd company closure process. 

 

Postface: This post was originally published in 2022 and has been updated on July 01, 2025, to provide you with the most current and accurate information.

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