Conversion of Private Company into OPC

Conversion of Private Company into OPC

A private company other than a company registered under Section 8 companies Act 2013, who having a share capital of 50 lakhs rupees or those having an average annual turnover in past 3 consecutive years is up to 2 crore rupees during the relevant period, may convert into one person company.

Legal provisions for Conversion of Private Company into OPC:

1. Section 18 of the Companies Act, 2013

2. Rule 7 of the Companies (Incorporation) Rules, 2014

Procedure for Conversion of Private Company into One Person Company:

The procedure for the Conversion of Private Company into OPC is as follows:

Hold Board Meeting:-

The notice for Board Meeting should be sent to all the members at least 7 days before the date of the Board Meeting. The agenda of Board Meeting should be mentioned in the notice.

Agenda of Board Meeting:-

• Get in principal approval from the Directors for the Conversion of Private Company into OPC
• fixing the date, place, time, and day of the Extraordinary General Meeting (EGM)
• Approval of notice for EGM along with the agenda and Explanatory Statement
• To authorize any of the Directors or Company Secretary to issue the approved notice of the EGM

2. Issue notice of EGM:

A notice for calling Extraordinary General Meeting (EGM) should be sent to all the members, directors and auditors of the Company. The notice for EGM should be sent at least 21 days before the date of the EGM.

3. NOC from Creditors:

Before passing the Special Resolution in the EGM, the Company should get a No Objection Certificate (NOC) in writing from the existing shareholders and creditors.

Copy of no objection letter of secured creditors is required.

4. Hold EGM:-

The EGM is held for the following purposes:

• Check for the Quorum at the Meeting
• Presence of auditor
• Pass Special Resolution under Section-114(2) for shareholders’ approval for Conversion of Private Company into One Person Company (OPC)
• Approval of Alteration in MOA
• Approval of Alteration in AOA

5. Prepare List of members

6. Prepare List of creditors

7. Most recent Audited Balance Sheet and the Profit and Loss Account

8. Payment of stamp duty on stamp duty on alteration of articles

9. Filing of Forms with ROC:-

10. E- Form MGT.14:- After passing of the Special Resolution in EGM, as per Section 117(3) Copy of this special resolution is required to be filed with the ROC through filing of form MGT 14 within 30 days of passing Special Resolution alonwith following attachments:-

11. Attachments of Form MGT-14

• Altered AOA along with stamp duty challan
• Altered MOA
• Board Resolution
• Special resolution
• EGM notice with explanatory statement

Note that First you have to file form MGT 14 as SRN No. of form MGT.14 will be used in form INC.6

12. E- Form INC-6:- The application for the Conversion of Private Company into OPC should be filed to the RoC in Form INC-6 with the following attachments:

13. Attachments of Form INC-6

• Altered AOA along with stamp duty challan
• Altered MOA
• Copy of the duly attested latest financial statement
• Copy of board resolution authorizing giving of notice
• Copy of minutes, list of creditors and list of members
• Copy of NOC of every creditors with the application for Conversion
• Consent of the nominee in Form INC-3
• Copy of PAN card of the nominee and member
• Proof of identity of the nominee and member
• Residential proof of the nominee and member
• The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, the paid up share capital company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may be

On filing the forms with the relevant document, the Registrar of Companies (ROC) will verify the E-forms and attached documents filed by the company for conversion of private limited company into one person company (OPC). On being satisfied that the company has complied with approved requirements the Registrar will issue a certificate to the effect of conversion of private limited company into one person company (OPC).