The procedure for conversion of a One Person Company (OPC) into a Private Limited Company is governed by Section 18 of the Companies Act, 2013 and Rule 6 of the Companies (Incorporation) Rules, 2014. The company must meet eligibility criteria requiring a minimum of two shareholders and two directors. The process begins with convening a board meeting to approve conversion, alteration of MOA and AOA, increase in directors and shareholders, and to fix the EGM details. Subsequently, an Extraordinary General Meeting is held after issuing proper notice to members and directors. A special resolution is passed approving the conversion. The company must then file Form MGT-14 within 30 days along with prescribed documents, followed by filing Form INC-6. After approval, post-conversion compliances include updating company records, statutory documents, bank details, and informing authorities such as GST and Income Tax departments about the change in status.
PROCEDURE FOR CONVERSION OF OPC IN TO PRIVATE LIMITED
Governing provisions of Companies Act, 2013
APLLICABLE PROVISIONS:
| – Section 18 of companies Act,2013
– Rule 6 of Companies (Incorporation) Rule, 2014 |
ELIGIBILITY CRITERIA
| Minimum Shareholders and Directors: A Private Limited company must have at least two shareholders and two directors. |
PROCEDURE:
| Sr. No | PARTICULARS | ATTACHMENT /AGENDA | Timeline / Date |
| 1. | Convene a board meeting | Agenda:
1. Approval for the conversion of the OPC into Private Limited Company. 2. Approval for Alteration of MOA & AOA. 3. Approval for increase in Number of Directors (Minimum 2 Directors). 4. Approval for increase in number of shareholders of the company (Minimum 2 Shareholders) 5. Fixing Date, Time & Place for the Extra Ordinary General Meeting (EGM). 6. Approval of draft notice for EGM with explanatory statement. |
At least 7 days prior notice or shorter notice as per applicable law |
| 2. | Issue Notice of EGM
& Convene EGM |
Send Notice to:
– All shareholders – Directors Agenda: 1.Approval for the conversion of the OPC into Private Limited Company. 2. Approval for Alteration of MOA & AOA. 3.Approval for increase in Number of Directors (Minimum 2 Directors). 4. Approval for increase in number of shareholders of the company (Minimum 2 Shareholders) |
Notice must be sent at least 21 days before the meeting (unless shorter notice is consented by requisite majority)
|
| 3. | File MGT-14 | Attachments:
1.EGM Notice with Explanatory Statement 2.Certified true copy of Special Resolution. 3. Altered MOA & AOA 4.List of Proposed Members and Directors. 5. List of Creditors 4. Latest Audited Balance Sheet and the Profit and Loss Account 7. Declaration by Director – A sworn affidavit declaring that all creditors have given consent for the conversion and confirming the updated status of loans given to the company. – That all legal requirements have been met, including consent from members and creditors |
within 30 days from the EGM |
| 4. | File Form INC-6 | 1.EGM Notice with Explanatory Statement
2.Certified true copy of Special Resolution. 3. Altered MOA & AOA 4.List of Proposed Members and Directors. 5. List of Creditors 4. Latest Audited Balance Sheet and the Profit and Loss Account 7. Declaration by Director |
within 30 days from the EGM (After Filing MGT-14) |
| 5. | Post Conversion Requirements | – Noting Alterations in the Memorandum
– Printing Altered MOA & AOA with New Certificate of Incorporation -Displaying Company Name and Registered Office Address – Engraving Company Name on Seal -Updating Company Information on Official Documents -Printing Names on Financial and Legal Documents – Update Bank Account Details – Filing Amendment Applications to the concerned authorities like GST, Income Tax Department, etc., about the status change. |
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**This document is for educational purposes only and does not constitute legal advice.
Dr. CS Ronak Juthawat, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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