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Procedure for Converting Private Limited Company to OPC

Due to a co-founder or promoter leaving a private limited company, there might arise a requirement for converting a private limited company into a one person company (OPC). In this article, we look at the procedure for converting a private limited company into OPC in detail.

Conduct Board Meeting

To being the process of converting a private limited company into a OPC, a Board Meeting must be conducted to get in-principal approval of the Directors and fix date, time and place for conducting Extra-Ordinary General Meeting (EGM) to obtain the approval of the shareholders of the private limited company by means of a special resolution.

Hence, at the Board Meeting, a support notice of EGM along with Agenda and Explanatory Statement should be annexed to the notice of General Meeting according to the Companies Act, 2013. Further, a Director or Company Secretary should issue Notice of the Extra-ordinary General meeting (EGM) as permitted by the Board. The Notice of the Extra-ordinary General Meeting (EGM) should be issued to all Members, Directors and the Auditors of the company.

Extra-Ordinary General Meeting

As called for in the notice, the Extra-ordinary General meeting (EGM) must be conducted on due date and the special resolution for conversion of private limited company into One Person Company (OPC) must be passed.   

File MGT-14

After passing the special resolution, the company must file the special resolution passed by shareholders for conversion of private limited company into One Person Company (OPC) with the associated Registrar of Companies. Hence, file form MGT-14 within a period of 30 days of passing of special resolution with the relevant Registrar of Companies, with approved fees and along with subsequent attachments:   

File for Conversion

To complete the conversion, form INC-6 must be filed for the conversion to One Person Company with the following documents:

• Directors declaration by way of affidavit duly sworn in confirmation that all members and creditors of the company have given their permission for conversion.
• Declaration that the paid up share capital company is fifty lakhs rupees or less and/or average annual turnover is lesser than two crores rupees. 
• List of members
• List of creditors
• Most recent Audited Balance Sheet and the Profit and Loss Account
• Copy of no objection letter of secured creditors.   

Conversion to Private Limited Company

On filing the forms with the relevant document, the Registrar of Companies (ROC) will verify the E-forms and attached documents filed by the company for conversion of private limited company into one person company (OPC). On being satisfied that the company has complied with approved requirements the Registrar will issue a certificate to the effect of conversion of private limited company into one person company (OPC).