Conversion of OPC into Private Limited Company

Conversion of OPC into Private Limited Company

Conversion of OPC  into Private Limited Company

What is One Person Company (OPC)?

Pursuant to Section 2(62) of Companies Act, 2013, One Person Company means a company which has only one person as a member.

What are the Provisions involved?

  • Section 18 and 122 of Companies Act, 2013
  • Rule 6 & 7 of Companies (Incorporation) Rules, 2014

To convert an OPC into a Private Company, the following conditions must be satisfied:

  • Increase the minimum number of directors to two.
  • Increase the minimum number of members to two subsequent to conversion.

Steps involved in Conversion of One Person Company into Private Company

1. Convening of a Board Meeting to pass the following resolutions-

  • To convert OPC into a private company and to issue notice to the member
  • To increase the number of shareholders subsequent to conversion
  • To adopt a new set of Memorandum of Association of the Company To adopt a new set of Articles of Association of the Company
  • To consider and convene the Extraordinary General Meeting and fix the date, time and venue for the meeting
  • To consider and approve Notice of Extraordinary General Meeting

2. Convening of an Extraordinary General Meeting to pass the following resolutions as Special Resolution-

  • To convert OPC into a private company
  • To increase the number of shareholders subsequent to conversion
  • To adopt a new set of Memorandum of Association of the Company
  • To adopt a new set of Articles of Association of the Company

3. Filing of Form MGT-14 and Form INC-6 within 30 days from date of passing of resolution in Extraordinary General Meeting.

Filing of Form MGT-14

Pursuant to Section 117 of Companies Act, 2013, the special resolutions passed in Extra-ordinary General Meeting shall be filed in Form MGT-14 within 30 days.

In the case of OPC, any business which is required to be transacted at a general meeting, it shall be sufficient compliance if, the resolution is communicated by the member to the company and entered in the minutes book and signed and dated by the member and such date shall be deemed to be the date of the meeting.

The following are the required documents to be submitted in Form MGT-14-

  • Copy of special resolution along with explanatory statement under Section 102 of Companies Act, 2013
  • Altered Memorandum of Association
  • Altered Articles of Association

Filing of Form INC- 6 (Application for conversion)

After approval of Form MGT-14, Form INC-6 shall be filed, along with the following documents-

  • Altered Memorandum of association
  • Altered Articles of association
  • Copy of latest Audited Financial Statements duly attested by a Director
  • Copy of Board Resolution authorizing giving of notice
  • Copy of Special Resolution List of proposed members along with their consent
  • Duly attested proof of identity and address of the proposed members
  • List of Directors along with their consent
  • Duly attested proof of identity and address of the directors
  • Affidavit by directors verifying list of creditors

What are the Compliances to be undertaken by company after conversion from OPC into Private Company?

1. To execute share transfer form and issue new share certificates to the members of the Company.

2. To intimate the vendors about the change in name of the entity.

3. To arrange for new rubber stamps in the new name of the Company.

4. To paint or affix the new name of the Company along with the registered office address on the outside of every office or place where the business is carried on, along with the former name.

5. To print the new name and Corporate Identification Number (CIN) along with registered office address, telephone number, fax number, if any, e-mail and website addresses, if any on all its business letters, billheads, letter papers and in all its notices and other official publications along with the former name.

It is to be noted that the former name of the company shall be printed and affixed as the case may be for a period of two years from the date of conversion.

6. To intimate the bank with which the Company is operating the bank account about its conversion and file necessary applications and documents, as required by bank, with respect to change in the name and status of account holder.

7. To apply for a new Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).

8. To update the new name of the company with basic utility service providers including telephone, internet and electricity department.

9. To inform all other entities with whom the company has entered into agreements of any kind, about the conversion.

10. To apply for amendment under GST, Shop & Establishment Act, Employee Provident Fund Organization, Employee State Insurance Scheme, Income Tax and other departments with which the company is registered.

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