Conversion of One Person Company (OPC) to Private Limited Company

SOP FOR CONVERSION OF OPC TO PRIVATE LIMITED COMPANY

Relevant Section: Section 18 of the Companies Act, 2013

Relevant Rule: Rule 6 Companies (Incorporation) Rules, 2014

After the Companies (Incorporation) Amendment Rules 2021, a Company can voluntary convert itself to private/public limited at anytime without meeting any specified criteria of paid up share capital and turnover.

The conversion of OPC into a private limited company will not affect the existing debts, liabilities, obligations or contracts of the OPC.

PROCESS OF CONVERSION

Step 1: Issue notice for calling board meeting and hold board meeting with following resolution

1. Approval for conversion of company

2. Fix date, time and venue of General Meeting

(Note: since only one director in OPC, only documents of the meetings is required)

Step 2: Hold General meeting and pass following Special Resolution

1. Approval for conversion of Company to Private Limited Company

2. Alteration of MOA & AOA of the Company

3. Appointment of Director to meet the minimum director requirement of Companies Act 2013.

4. You may consider share transfer to new member form existing member so that the criteria for Minimum number of members can be meet.

(Note the altered MOA & AOA should specify name of the new member along with his holding)

Step 3: After holding General Meeting, File e-form MGFT-14 with ROC with copy of Special resolution.

Step 4: As soon as the e-form MGT-14 Approved, file e-form DIR-12 form for appointment of New director’s in the company (If the Director’s do not hold DIN then file e-form DIR-3 before e-form DIR-12 to obtain an valid DIN No.)

Step 5: After filling e-form DIR-12, File e-form INC-6 for conversion with the concern ROC along with following documents:

1. Copy of Altered AOA & MOA

2. Copy of Special Resolution

3. Minutes of the General Meeting.

4. List of Proposed director and members along with consent, Pan and aadhar copy

5. NOC from Creditor (if No creditor exists , then a declaration signed by director that no creditor exist in the company on the date of conversion)

6. NOC form Member

7. Latest Audited Balance sheet and Profit and loss account (in case of financial year not closed since incorporation and Latest Audited Balance sheet and Profit and loss account is not available then a declared for such shall be attached and that should be signed by director and auditor of the company.)

8. Consent of Nominee along with PAN and Aadhar.

Step 6: On receipt of the application, the ROC will issue new certificate of incorporation to the company.