STEP-1.
Rule 6 of Companies (Incorporation) Second Amendment Rules, 2021 prescribe the Conversion of One Person Company into Private Limited Company-
(1) Convene Board Meeting and pass the board resolution for approving the voluntary conversion of OPC into private company.
(2) Communicate the resolution to single member and make an entry in the respective minute book and get it passed on the date when signed by single member.
(3) Hold General Meeting for passing
Special Resolution for approving the
(i) The voluntary conversion.
(ii) Amending the alterations in MOA and AOA of the Company.
Ordinary Resolution
(i) To increase the number of directors
File E-FORM DIR-12 with the concerned ROC for increase in the no. of Directors.
Before Filing FORM DIR-12 for appointment of director DIN IS REQUIRED
Documents required for Filing of DIR-3 (DIN Allotment) and Form DIR-12 for Appointment of Director:
(5) File MGT-14 with the Registrar of Companies within 30 days of passing the necessary member resolution.
Before filling FORM MGT 14 it mandatory to increase the number of director to two while converting into private company.
LIST OF DUCUMENTS REQUIRED TO BE ATTACHED WITH MGT 14
(a) Copy of altered MOA has to be attached (Nominee Clause has to be to omitted, the word OPC has to be omitted from the name clause of Company).
(b) Copy of altered AOA has to be attached (Articles of private company has to be adopted).
Remember to include the definition of Private Company as per Section 2(68) in the definition of Company)
(c) Copy of the Special Resolution. (Remember no copy as explanatory statement has to be attached in case of OPC as Section 102 not applicable to OPC)
STEP-2.
(6) After filing of the MGT-14, E-form INC-6 has to be filed with Registrar of companies within next 30 days of filing of MGT-14.
LIST OF DOCUMENTS REQUIRED TO BE ATTACHED WITH FORM INC 6
(i) Altered MOA and AOA of company as already attached in MGT-14.
(ii) Latest financial statements of the company duly signed and attested by statutory Auditor of the Company. (Remember the latest audited financial statements of the previous year is to be attached).
(iii) Copy of Board resolution approving the conversion of the company and authorizing the sending of notice.
(iv) Affidavit by all the existing directors of the company for the conversion of OPC into private.
(v) Consent by the nominee for the conversion along with PAN and Aadhar duly attested.
Note: There will be no change in the subscription clause of MOA.
(vi) List of Member and list of Directors.
(vii) List of Creditors with the amounts outstanding against each of their names in accordance with the financial statements of the company along with Individual NOC received from them regarding the proposed conversion.
(viii) Copy of the Special Resolution.
(7) Registrar on being satisfied that all the procedural requirements are being complied with shall record the change in its Register and issue the Certificate thereof.
All the existing liabilities, obligations, debts and contracts of OPC will remain unaffected even after the conversion of the company.
STEP-3.
After the Conversion of the OPC into Private Company compliances need to be done:
- Transfer of Shares to the person becoming member of company
Following documents are required to be prepared for transfer of shares
1. Board resolution for the transfer of shares
2. Request letter for transfer of shares.
3. Preparation of share transfer form in FORM SH 4
