Summary: Converting a One Person Company (OPC) into a public limited company involves several steps under the Companies Act, 2013, and relevant rules. The process begins with altering the Memorandum and Articles of Association to reflect changes such as the new company’s name and structure. Next, the board of directors must approve these changes through a board meeting. Following this, a notice for an Extraordinary General Meeting (EGM) must be sent to shareholders, where a special resolution for conversion is passed. Creditors must also provide a No Objection Certificate (NOC) for the conversion. After the resolution, required forms, including Form MGT-14 and Form INC-6, must be filed with the Registrar of Companies (ROC) within 30 days. Once the ROC reviews and approves the documents, it issues a fresh Certificate of Incorporation. Key approvals and requirements include board and member resolutions, creditor consents, and declarations by directors. The conversion process adheres to provisions under Sections 14, 18, 117, 122, 173, 179, and 403 of the Companies Act, 2013, as well as relevant rules and Secretarial Standards.
As per considering the provisions specified under section 18 of Companies act, 2013, read with Rule 8 of Companies (Incorporation) Rules, 2014 along with the Companies (Management and Administration) Rules, 2014 and the Secretarial standards specified by the Institute of Companies Secretaries of India, the process of conversion of OPC into Public limited company needed to accomplish with the Significant relevant approvals and requirements in case of the voluntary conversion.
The detailed process of conversion of OPC into public limited company are:
1. Alteration of MOA and AOA: The first stage of conversion of OPC into public limited company is to alter the Memorandum and Articles of Association of the OPC regarding some points like Name of the proposed public company, details of directors and members appointed, and other matters necessary to be altered.
2. Send Notice of Board Meeting: After the alteration of the documents at the first updating stage the altered documents required to be get approval from the board of directors and shareholders at the requisite meeting by passing the resolution. For the approval of Board of Directors, the authorized person required to send the notice for the Board Meeting by post, mail or other electronic means. If there is only one director in the OPC so, there is no requirement of sending the notice of the meeting.
3. Conduct Board Meeting: After sending the notice before the date of board meeting of period as specified in the act and provisions, the proposed matter required to be approve by the board of directors with the required majority and also confirming the matter of sending notice for shareholders meeting and other matters as required.
4. Approval from creditor for NOC for conversion: There is the requirement of the approval from the creditors for the conversion of OPC into Public company by the majority of total as per the amount of liability in the specified format as required.
5. Send Notice for General meeting: After sending of the required format of approval of creditors, the authorized person required to send the notice of the Extra-ordinary general meeting for the conduct of general meeting and approval for the requisite matters.
6. Pass Special resolution for Conversion: Then conduct the proper quorum general meeting in presence of the board of directors as required with the authorized person and then passing the resolution with the special resolution from the members of the OPC and preparing the required formats of the minutes and documents required to be filled with the Registrar of Companies. There is need of authorizing a person for complying with the requirements for filling of forms and documents with the ROC.
7. Filing with ROC: After the passing of the special resolution, the authorized person required to file the required forms like Form MGT-14 with ROC for passing special resolution within 30 days and File an application in Form INC-6 within 30 days of passing special resolution for its conversion into OPC along with prescribed fee attaching necessary documents.
8. Registration of Documents by ROC: On receipt of the documents if the Registrar get satisfy regarding compliance of prescribed procedure he shall register the documents and issue the fresh Certificate of Incorporation.
Significant Relevant Approvals and Requirements in case of voluntary conversion:
1. Board Resolution
2. Members resolution
3. List of Creditors and consent from creditors and no objection letter of secured creditors of the OPC
4. Copy of Latest audited balance sheet and profit & Loss account
5. List of members and directors
6. Declaration by director by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion.
So here is shown a brief view about the process and information and documents required to be complied and filled with the Roc for passing of the resolution, approving the matter of Conversion of OPC into public limited company.
Also there are some sections and provisions specified covered in the full process of conversion of OPC into public company are:
1. The Companies act, 2013- Section 14, 18, 117,122, 173,179 and 403
2. Rule 24 of Companies (Management and administration) Rules, 2014,
3. Secretarial Standard-1 of ICSI
4. And any other as required.
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