Hello everyone, Trust all of you doing well in your life. Today I would like to share detailed procedure for conversion of “Private Limited Company” to “OPC” (One person company).
- A Private Limited Company can be converted into One Person Company, as per the provisions of Companies act, 2013.
- Rule 7 of Companies (Incorporation) Rules, 2014 – A Private Company, other than a company registered under section 8 of the Act, having paid up share capital of Rs. 50 Lakhs or less or average annual turnover during the relevant period is two crore rupees or less may convert itself into one person company.
- In other words a Private Company with paid up capital of more than 50 Lacs or average annual turnover of more than Rs.2 Crores, cannot convert itself into One person Company.
- A Special Resolution in the General Meeting has to be passed to approve such conversion, before passing such resolution, the company shall obtain a No Objection in writing from existing members and creditors.
- It is important to note that No objection in writing from existing members and creditors is required shall be collected before passing Special Resolution.
Issue Notice to the Directors of the Company for convening a Board Meeting, the main agenda would be as follows:
- Approval for Conversion of Private Limited Company into One Person Company.
- Fix the date and venue for convening Extra-Ordinary General Meetings to get approval from the Shareholders of the Company.
- To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting.
- To authorize the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board.
- Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013.
Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Special Resolution, for Conversion of Private Company into One Person Company (OPC).
Filing of Forms with RoC
The Company is required to file Special Resolution passed by shareholders for Conversion of Private Company into One Person Company (OPC) with concerned Registrar of Companies. Hence, file form MGT.14 within 30 days of passing of Special Resolution with the concerned Registrar of Companies.
E- Form INC – 6
Accordingly an Application for conversion of a Private company into a OPC is required to be filed in e-Form INC.6 to the ROC concerned, with all the necessary annexure and with prescribed fee.
What happens after filing?
The Registrar of Companies (ROC) will check the E-forms and attached documents filed by the Company for Conversion of Private Company into One Person Company (OPC). On being satisfied that Company has complied with prescribed requirements the Registrar shall issue the Certificate to the effect of Conversion of Private Company into One Person Company(OPC).
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