Conversion of OPC into a Private Company

The Companies Act, 2013, along with the Companies (Incorporation) Rules, 2014, and the Companies (Incorporation) Second Amendment Rules, 2014, govern the conversion of a One Person Company (OPC) into a Private Limited Company.

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Procedure for Conversion of OPC into Private Company:

1. Board Meeting:

- Call a Board Meeting to approve the conversion of the OPC into a Private Limited Company.
- Pass a resolution to authorize the filing of necessary documents with the Registrar of Companies (ROC) and confirm the intention to convert.

2. Pass Special Resolution:

- The sole member of the OPC must pass a special resolution for:
  - Voluntary conversion of the OPC into a Private Limited Company.
  - Amending the MOA (Memorandum of Association) and AOA (Articles of Association) to reflect the changes required for the conversion.
  - Increasing the number of directors to at least two (from one).

3. File DIR-12 for Increase in Directors:

- File Form DIR-12 with the ROC to update the number of directors from one to at least two (or more, if applicable). This is required to comply with the provisions of the Companies Act, 2013 for Private Limited Companies.

4. File MGT-14 with ROC:

- Within 30 days of passing the special resolution, file Form MGT-14 with the ROC to register the changes made in the MOA and AOA, and to officially record the resolution passed for the conversion.

5. File Form INC-6 for Conversion:

- After passing the special resolution, the company must file Form INC-6 with the ROC for the actual conversion from OPC to Private Limited Company.
- Attach the following documents:
  - A copy of the special resolution passed by the sole member.
  - Altered MOA and AOA reflecting the change from OPC to Private Limited.
  - Consent of the sole member for the conversion.
  - Statement of Accounts of the OPC, certified as true and correct.
  - Any other documents as may be required by the ROC.

6. Post-Conversion Updates:

- Once the ROC approves the conversion and issues the Certificate of Incorporation as a Private Limited Company, update the company’s records, including:
  - PAN (Permanent Account Number).
  - Bank details.
  - Statutory registers (e.g., shareholders, directors).
  - Other company records to reflect the new status as a Private Limited Company.

By following these steps and filing the necessary forms (DIR-12, MGT-14, and INC-6), the conversion of an OPC into a Private Limited Company will be legally complete, enabling the company to expand its structure and operations in line with the requirements for Private Limited Companies under the Companies Act, 2013.

Feel free to contact us for assistance with the conversion process or any related queries. We are here to guide you through every step of the conversion efficiently.