Convert Private Limited Company into OPC

Section 18 of the Act, explicitly provides for the conversion of an already registered private limited company with effect from 1-4-2014. Therefore, a private limited company can be converted into the one person company by following the procedures prescribed under the Act and the rules.

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Procedure:

1. Board Meeting:

The board of directors decides on the conversion and sets the date for the Extraordinary General Meeting (EGM). A notice and draft special resolution for the conversion are prepared.

2. EGM Notice:

A notice is sent to all shareholders, directors, and auditors at least 21 days before the EGM, along with the agenda, draft resolution, and explanatory statement.

3. No Objection from Creditors:

Obtain No Objection Certificates (NOCs) from all creditors, which must be presented at the EGM.

4. EGM:

The EGM is held to pass the special resolution for conversion and approve amendments to the Memorandum of Association (MOA) and Articles of Association (AOA). A special resolution requires 75% approval from members.

5. File with ROC:

The special resolution is filed with the Registrar of Companies (ROC) in Form MGT-14 within 30 days of passing.

6. File Application for Conversion:

Submit Form INC-6 to the ROC with necessary documents, including affidavits from directors and members, a CA certificate, NOCs from creditors, and revised MOA and AOA.

7. Certificate of Conversion:

Upon approval of the application, the ROC issues a Certificate of Conversion, changing the company’s status to an OPC.

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