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CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY (OPC)

MANADATORY REQUIRMENTS:-

  1. Paid-up Capital of the company shall be or less than Rs. 50.00 Lacs
  2. Average annual Turnover of the company during the relevant period shall be less than Rs. 2.00 Crores.
  3. NBFC or Section 8 Company cannot convert into OPC.
  4. Company must have 2 directors.
  5. Details of One member and one nominee who is an Indian citizen and resident in India.

Resident in India means a person who has stayed in India for a period of not less than 182 days during the immediately preceding one calendar year.

PROCEDURE :

  1. Convene a Board Meeting:-
    Call and convene a board Meeting. The following shall be agenda for the meeting:-
  • Consider the proposal to convert the Private Limited Company into OPC
  • Approve the draft notice calling Extra-ordinary General Meeting
  • Authorise any director or Company secretary, if any to send notice calling EGM to all members, directors and statutory auditor.
  1. Obtain no objection in writing from all members and creditors.
  2. Convene EGM pass Special resolution to convert private company into OPC.
  3. File copy of special resolution with the Registrar of Companies within thirty days of passing special resolution in Form MGT-14.
  4. Preparation of documents and papers
  • List of members
  • List of Creditors
  • Latest Audited Financial Statements
  • Altered Memorandum of Association
  • Altered Articles of Association
  • Affidavit by the directors of the company confirming – all members and creditors have given consent in writing, 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.
  1. Application for conversion:-

File Form INC – 6 and Form INC-3 and attached the papers mentioned in point 5.

  1. On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.

Bare Act

Bare Act

Rule 7 (1) of the Companies (Incorporation) Rules, 2014

A private company other than a company registered under section 8 of the Act having paid up share capital of fifty lakhs rupees or less or average annual turnover during the relevant period is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.

Rule 3 (1) of the Companies (Incorporation) Rules, 2014

Only a natural person who is an Indian citizen and resident in India-

 (a) shall be eligible to incorporate a One Person Company;

 (b) shall be a nominee for the sole member of a One Person Company.

Explanation.- For the purposes of this rule, the term “resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one calendar year.

Rule 7 of the Companies (Incorporation) Rules, 2014

(2) Before passing such resolution, the company shall obtain No objection in writing from members and creditors.

(3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form No. MGT.14.

(4) The company shall file an application in Form No.INC.6 for its conversion into One Person Company along with fees as provided in in the Companies (Registration offices and fees) Rules, 2014, by attaching the following documents, namely:-

(i) 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 have 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;

(ii) the list of members and list of creditors;

(iii) the latest Audited Balance Sheet and the Profit and Loss Account; and

(iv) the copy of No Objection letter of secured creditors.

(5) On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.

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