As Companies Act 2013 provides for Incorporation of One Person Company with single Shareholders, now this has enable that the existing Private Limited Companies can be converted to One Person Company (OPC).
Legal Provision relating to Conversion of Private Limited Company into OPC:-
Section 18 of Companies Act, 2013:
(1) A company of any class registered under this Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions of this Chapter.
(2) Where the conversion is required to be done under this section, the Registrar shall on an application made by the company, after satisfying himself that the provisions of this Chapter applicable for registration of companies have been complied with, close the former registration of the company and after registering the documents referred to in sub-section (1), issue a certificate of incorporation in the same manner as its first registration.
(3) The registration of a company under this section shall not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done.
(1) A private company other than a company registered under section 8 of the Act having paid up share capital of rupees 50 lakhs or less or average annual turnover during the relevant period as defined in explanation to rule 8(4) is rupees 2 crore or less may convert itself into OPC by passing a special resolution in the general meeting.
(2) Before passing such resolution, company shall obtain No objection in writing from members and creditors.
(3) 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) Company shall file an application in Form No.INC-6 for its conversion into OPC along with fees as provided in in Companies (Registration offices and fees) Rules, 2014, by attaching the following documents:-
(i) Directors of the company shall give a declaration by way of affidavit duly sworn in conforming that all members and creditors of the company have given their consent for conversion, the paid up capital company is rupees 50 lakhs or less or turnover is less than rupees 2 crores as the case may be,
(ii) List of members and list of creditors,
(iii) Latest Audited Balance Sheet on the Profit and Loss Account and
(iv) Copy of No Objection letter of secured creditors.
E Form required to be Filed for Conversion of Private Limited Company into OPC:
- Form MGT-14 for Passing of Special Resolution
- Form INC-6 for Application for Conversion
Documents required to be attached with E Form INC-6 for Conversion of One Person Company into OPC:
Following Documents are mandatory for conversion of Private Limited Company into OPC:
Certified true copy of minutes, list of creditors and list of members.
Copy of NOC of every creditors.
Consent of the nominee in Form No. INC-3 along with all enclosures
Copy of PAN card of the nominee and member.
Proof of identity of the nominee and member.
Residential proof of the nominee and member
Do you want to convert your Private Limited Company into OPC : connect at firstname.lastname@example.org, or whatsapp at https://wa.me/919782280098 or call at 9782280098