What is actually different about closing an OPC in West Bengal?
Less than most pages claim, and being precise about it saves you from paying for variation that does not exist.
- Processed byRegistrar, C-PACE
- STK-2 fee in West Bengal₹10,000, same as everywhere
- What is localWest Bengal stamp paper
- Timeline in West Bengal3 to 6 months
Location pages on this subject tend to invent variation, and three inventions are worth naming because they cost money. The first is the claim that the Registrar in West Bengal processes your strike off. It did until 30 April 2023. Since 1 May 2023 the Centre for Processing Accelerated Corporate Exit does. The second is a table of per-state processing timelines, which cannot be meaningful once every application in India goes into one central queue. The third, and the expensive one, is a local newspaper notice priced at ₹5,000 to ₹8,000: on a voluntary application under Section 248(2) the Registrar publishes Form STK-6 itself, and the applicant buys nothing.
Here is the honest split, and it is the reason this page makes fewer local claims than most.
| Element of an OPC closure | Central, identical in West Bengal | Local to West Bengal |
|---|---|---|
| Section 248 of the Companies Act, 2013 | Yes | No |
| The one-year and two-year grounds in Section 248(1) | Yes | No |
| The flat ₹10,000 STK-2 government fee, Rule 4(1) | Yes | No |
| Who processes the application | Registrar, C-PACE | No |
| The Form STK-6 notice and its 30-day objection window | Yes | No |
| A vernacular newspaper notice | Not required, and not yours to buy | No |
| AOC-4 and MGT-7A fees and additional fees | Yes | No |
| Dormant status under Section 455 | Yes | No |
| Income tax and the final return | Yes | No |
| GST law and the GSTR-10 final return | Yes | Only the officer with jurisdiction |
| Stamp paper for the STK-3 bond and STK-4 affidavit | No | Yes |
| Notarisation of the bond and affidavit | No | Yes |
| Professional Tax surrender | No | Where West Bengal levies it |
| Shops and Establishments licence surrender | No | Yes |
| The NCLT bench for Section 252 or Section 59 | No | Yes |
The West Bengal stamp paper for STK-3 and STK-4
The one line in an OPC closure that genuinely depends on where the company is registered, and the one people actually ask about.
Two documents in the Form STK-2 pack are executed on non-judicial stamp paper rather than filed electronically, and both are signed by the sole director personally.
- Form STK-3, the indemnity bond
- The undertaking that if any liability of the company surfaces after its name is struck off, the director will meet it. It is executed on stamp paper at the denomination the West Bengal schedule prescribes for an indemnity bond, commonly in the ₹100 to ₹500 band, and then notarised. This is the document a creditor or a tax officer produces years later, so it is worth executing carefully rather than cheaply.
- Form STK-4, the affidavit
- The sworn statement that the company has no liabilities and has not carried on business. It goes on stamp paper at the affidavit denomination, which is usually lower than the bond, and is sworn before a notary in West Bengal.
Why we will not print a number for West Bengal here. Stamp schedules are state legislation and they are amended without much fanfare, often by a notification that never reaches the aggregator sites. An indemnity-bond entry that was correct three years ago may not be correct today, and a page that publishes a stale figure causes a re-execution rather than saving anybody a phone call. So we confirm the current West Bengal denomination at the point the documents are drawn, and the quote you get carries the figure that will actually be paid. If a provider quotes you a precise stamp value for West Bengal without checking, ask them when the schedule was last amended.
What it means for your budget. Whatever the exact denomination, this is the smallest line in the exercise: a few hundred rupees against a ₹10,000 government fee and whatever the overdue filings cost. It is worth getting right, and it is not worth choosing a provider over. The number that actually decides what an OPC closure costs in West Bengal is how many years of AOC-4 and MGT-7A are outstanding, and that has nothing to do with West Bengal at all.
Executing the documents from outside West Bengal
The stamp paper has to belong to the state whose schedule governs the instrument, but the founder does not have to be standing in West Bengal to sign. Where the director has moved away, the ordinary route is to have the bond and affidavit drawn on West Bengal stamp paper, couriered for signature, and notarised on return. Where the director is outside India, the documents are executed before an Indian Embassy or Consulate, or notarised and apostilled where the country is a party to the Hague Apostille Convention, and the digital signature for Form STK-2 itself is issued remotely by an Indian certifying authority. Build four to six weeks into the timeline for that leg alone.
An OPC closure runs on one signature
Everything else is a question of money and sequence. This one can make the closure impossible, and it is the reason we check it before we quote.
- Signatories availableExactly one
- Deactivated DINDIR-3 KYC, about a week
- Section 164(2) barFive years
- On the member's deathThe nominee takes over
The cheap case. A DIN deactivated for want of DIR-3 KYC blocks every form on the MCA portal, including the overdue AOC-4 and MGT-7A you need to file before STK-2. It is repaired by filing the KYC with the prescribed fee of ₹5,000 and usually reactivates within a week. Almost every stalled OPC closure we are handed has this problem, and it stays invisible until a form refuses to submit.
The expensive case. Where a company has failed to file its financial statements or annual returns for three continuous financial years, its directors are disqualified for five years under Section 164(2). In a company with a board the remaining directors carry on. In an OPC the disqualified person is the only director, so the company has nobody able to act for it in the ordinary way. This is the strongest practical argument for closing an inactive OPC in West Bengal in year one rather than year four.
And the case nobody plans for. If the sole member dies, the company does not die with them. Under the proviso to Section 3(1) read with Rule 4 of the Companies (Incorporation) Rules, 2014, the nominee named in Form INC-3 becomes the member, and the change is intimated to the Registrar within 30 days. The shares do not simply pass into the estate. The nominee is brought on record and, where needed, appointed a director, and only then is there a person who can resolve to close the company and sign for it.
Which route does your OPC actually need?
The law here is central, so this decision is the same in West Bengal as anywhere. It is still the only question that matters on day one, and two of the answers are not closures at all.
Strike off, Section 248(2)
Liabilities extinguished, and no business for two financial years or none since incorporation. Form STK-2 to C-PACE, a flat ₹10,000, three to six months. The right route for most OPCs on this page.
Dormant status, Section 455
You may want the company again. Form MSC-1 keeps the name, the CIN and the incorporation date on a reduced filing load, and Form MSC-4 brings it back. Section 248(1)(c) names this as the alternative to the two-year strike-off ground.
Voluntary liquidation, Section 59 IBC
Solvent, but there is still a balance sheet. Assets to realise or creditors to pay in full, through a licensed liquidator and a dissolution order from the Tribunal bench for West Bengal. Nine to eighteen months.
Convert, Section 18
The company is worth more alive. A brand, a client book, a lease or a GST history a strike off would destroy. Form INC-6 to a private limited company, voluntary at any time since the thresholds went in 2021.
Read your own case in one minute. Take the last balance sheet you have. If nothing is owed to anybody, nothing of value is held, and the company either never commenced business within a year of incorporation or has not traded for the two immediately preceding financial years, you are in strike-off territory. If assets are left to distribute or creditors will be paid in full, Section 248(2) is closed to you by the requirement to have extinguished all liabilities before applying, and voluntary liquidation under Section 59 is the honest route. If the company cannot pay, neither is available and the Insolvency and Bankruptcy Code takes over.
Then ask whether you want it back. Closing throws away the name, the CIN, the incorporation date and any GST or bank history attached to them, and re-incorporating later starts all of it again. Section 455 exists for the company that paused rather than ended: apply on Form MSC-1, file a light dormant return, and return to active status on Form MSC-4. It is a national provision, so being registered in West Bengal changes nothing about it, and it is the option a closure quote will never volunteer. See the full route comparison for how the five exits differ.
Documents required in West Bengal
The STK-2 pack, in the order it is assembled. Keep every file as a clear PDF, and make sure the company name and CIN read identically across all of them.
- Sole member's resolution, entered in the minutes book and signed and dated under Section 122(3)
- Board resolution authorising the strike-off application and the filing
- Form STK-3, indemnity bond on West Bengal stamp paper
- Form STK-4, affidavit on West Bengal stamp paper, notarised in West Bengal
- Form STK-8, statement of accounts certified by a practising professional, not earlier than 30 days before filing
- Certificate of incorporation, CIN, PAN and TAN of the company
- Latest income tax return acknowledgment, or a declaration where the company never commenced business
- GST cancellation order and the GSTR-10 acknowledgment, where registered
- AOC-4 and MGT-7A filing acknowledgments for every overdue year
- Bank closure confirmation from every West Bengal branch holding a company account
- Nominee acknowledgment from the person named in Form INC-3, taken as a matter of practice
- Class 3 digital signature and an active DIN for the signing director
The statement of accounts has a 30-day clock, so it goes last
Form STK-8 must be made up to a date not earlier than 30 days before Form STK-2 is filed. Prepare it too early and it expires while you are still chasing a GST cancellation order or a bank closure letter in West Bengal, and it has to be redone and re-certified. The sequence that works is: check the DIN, clear the AOC-4 and MGT-7A backlog, cancel the registrations, close the bank accounts, and only then have the statement drawn up and certified. Everything else in the pack can be prepared in parallel and will keep.
How we close an OPC registered in West Bengal
Nine steps. The first two decide whether the other seven are worth starting, which is why they are free and come before any engagement.
Check the sole director's DIN
Before anything else. We confirm on the MCA portal that the DIN is active and not disqualified under Section 164(2), because an OPC has exactly one person who can sign Form STK-2 and everything that goes with it.
Confirm the route
We test the company against strike off, dormant status under Section 455, voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code and conversion under Section 18. One short call and a look at the last balance sheet is usually enough to settle it.
Run the eligibility checks
Section 248(1) for the one-year or two-year ground, Section 249 for the three-month bar, the index of charges for anything pending satisfaction, and the Rule 3 exclusions for inspection, investigation or prosecution.
Clear the AOC-4 and MGT-7A backlog
Overdue financial statements and abridged annual returns filed with the additional fee, so the master data shows them complete before STK-2 is attempted. This is national work and the largest variable in the bill.
Cancel GST and file the final returns
Pending GSTR-1 and GSTR-3B filed, cancellation applied for in Form REG-16 with the officer holding jurisdiction over your West Bengal address, and GSTR-10 filed within three months of the order.
Surrender the West Bengal registrations
Professional Tax where West Bengal levies it, the Shops and Establishments registration for the West Bengal address, and EPFO and ESIC closures where the company had employees.
Extinguish liabilities and close the accounts
Creditors, statutory dues and any director loan settled or formally waived in writing, any charge on the register satisfied, and every bank account closed at the West Bengal branch with written confirmation.
Pass the resolution and file Form STK-2
The sole member's resolution entered in the minutes book under Section 122(3), the STK-3 bond and STK-4 affidavit executed on West Bengal stamp paper and notarised, the STK-8 statement certified within the 30-day window, and Form STK-2 filed with the flat ₹10,000 fee.
Public notice, then dissolution
The Registrar publishes the notice in Form STK-6 and a 30-day objection window runs. We answer any query raised. Where nothing is sustained, the name is struck off and the dissolution notice issues in Form STK-7.
Not sure your OPC in West Bengal can actually be struck off?
Send us the CIN and the last balance sheet. We will check the sole director's DIN, run the Section 248 grounds and the Section 249 three-month bar, and confirm the current West Bengal stamp duty, before there is anything to pay.
The registrations you have to close first
An OPC is not one registration but several, and each keeps generating obligations until it is formally closed. This is the part of a closure that takes the longest and gets skipped the most.
| Registration | How it is closed | If you leave it open |
|---|---|---|
| GST | Form REG-16 with the officer holding jurisdiction over the West Bengal address, then GSTR-10 within three months of the order | Returns keep falling due and late fees run whether or not there was turnover, and a live GSTIN contradicts the STK-4 affidavit. See GST cancellation |
| Income tax | Final return up to the date business ceased, with advance tax and deducted-tax positions cleared | STK-2 asks for the latest return acknowledgment, and a demand raised later reaches the director through Section 248(7) and the STK-3 bond |
| TAN and TDS | Final quarterly statements filed, then the TAN surrendered | Default notices continue to issue against a company that no longer trades |
| MCA annual filings | AOC-4 and MGT-7A brought current for every overdue year | The application is rejected outright, and the additional fee keeps running with the delay |
| DIN and DIR-3 KYC | DIR-3 KYC filed where the sole director's DIN is deactivated | A deactivated DIN blocks every MCA filing, and in an OPC there is no second director to sign instead |
| Charges on the register | Satisfaction filed after the lender confirms no dues | A live charge is a liability on the face of the register and contradicts the affidavit. See charge satisfaction |
| West Bengal Professional Tax | Employer and employee registrations surrendered with the state authority | The state levy keeps accruing where West Bengal levies it |
| Shops and Establishments | Registration for the West Bengal address surrendered or allowed to lapse formally | Inspection and renewal notices continue against the address |
| Provident fund and state insurance | Final contributions, then closure with EPFO and ESIC | Inspections and demands continue against the establishment code |
| Bank accounts | Closed at the West Bengal branch with a written closure confirmation | A live account contradicts the statement of accounts, and an operating balance is an asset the company still holds |
Order matters more than speed here
GST cancellation cannot be applied for until every pending return is filed, and GSTR-10 cannot be filed until the cancellation order issues. That chain is the longest one in a closure, it is the only step decided locally in West Bengal, and it is therefore the one to start on day one rather than after the MCA work. The bank accounts close last, because you will need one of them to pay the ₹10,000 government fee and to receive any refund that surfaces while the returns are being cleaned up. And the DIN check comes first of all, because in an OPC nothing at all can be filed until the only signatory has an active number.
Guides and resources
Longer reading on each route and each clearance, written by the team that files these applications with C-PACE every week.
Closing an OPC in West Bengal: frequently asked questions
Drawn from real search queries, the Companies Act, 2013, the 2016 removal rules and the applications we file every week.
One director, one signature, and a clock that is running
Three continuous years of unfiled returns disqualifies the only person who can sign your OPC's closure, wherever in West Bengal it is registered. A deliberate exit now costs a fraction of a rescue later. Professional fee from ₹5,999; government fees are billed separately at actuals.
Nebin Binoy 
