CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY (OPC)
MANADATORY REQUIRMENTS FOR CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY (OPC):-
- Paid-up Capital of the company shall be or less than Rs. 50.00 Lacs
- Average annual Turnover of the company during the relevant period shall be less than Rs. 2.00 Crores.
- NBFC or Section 8 Company cannot convert into OPC.
- Company must have 2 directors.
- 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 FOR CONVERSION OF PRIVATE LIMITED COMPANY INTO ONE PERSON COMPANY:
- Convene a Board Meeting:-
ISSUE NOTICE in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. Main agenda for this Board meeting would be:
Agenda of the Board 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.
2. Obtain No objection Certificate in writing from all members and creditors.
3. Convene EGM pass Special resolution to convert private company into OPC.
4. File copy of special resolution with the Registrar of Companies within 30 days of passing special resolution in Form MGT-14.
5.Preparation of followings 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.
6. Application for conversion:-
File Form INC – 6 and Form INC-3 and attached the papers mentioned in point 5.
7. On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.