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Private limited company to OPC

It is easier to manage a One Person Company as it requires much less compliance than it is necessary for a Private or Partnership Limited Company.

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Why convert Private Limited Company into One Person Company?

One person company (OPC) is a new form of business introduced by Companies Act, 2013. It is hybrid form of business where a sole proprietorship concern can get a corporate outlook. By converting a private limited company into OPC, one can avail the benefits that OPC has to offer such as complete control over operations, less compliances and management etc.

Procedure for Conversion

A private limited company can be converted into OPC only if it has not more than 50 lakh rupees paid up share capital or average annual turnover is 2crores or less during the immediately preceding 3 financial years.

  • Board Meeting: Board meeting has to be convened by issuing proper notice to get, in-principal approval of directors for conversion of the company to OPC, fix time and place of EGM to get shareholders’ approval, to approve notice of EGM along with Agenda, to authorize director or company seretary to issue EGM notice.
  • Company shall also obtain NO objection certificate from existing members and creditors.
  • EGM notice should be issued atleast 21days before the EGM to all the directors, members and auditors of the company.
  • EGM is convened and shareholders approval through special resolution is obtained for conversion into OPC.
  • 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, with prescribed fee and attachments.
  • The company shall file an application in Form No.INC.6 for its conversion into One Person Company along with prescribed fee and attachments
  • Concerned 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).

FAQs

What are the documents to be attached to form MGT14?

Following documents are to be attached with form MGT14

  • Notice of EGM along with copy of explanatory statement under section 102.
  • Certified True copy of Special Resolution.
  • Altered memorandum of association.
  • Altered Articles of association.
  • Certified True copy of Board Resolution may be attached as an optional attachment.

What are the documents to be attached to form INC6?

Following documents are to be attached with form INC6

  • The list of members and list of creditors.
  • The latest Audited Balance Sheet and the Profit and Loss Account; and
  • The copy of No Objection letter of secured creditors.
  • NOC of Members and Creditors.
  • 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 gave 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.

Can E-forms MGT14 and INC6 be filed at the same time?

E-form MGT14 has to be filed first as SRN No. of form MGT.14 will be used in form INC.6


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