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 a Foreign National as Director:
Note: All the proofs + Documents signed by Foreign National shall be notarized before the Foreign Notary and be duly apostillised.
In case Foreign National is in a country of the Commonwealth – his signatures and proofs shall be notarized by a Notary (Public) in that part of the Commonwealth.
In case Foreign National is in country which is a party to the Hague Apostille Convention, 1961 - his signatures and Proofs shall be notarized before the Notary (Public) of the country of his origin and be duly apostillised in accordance with the said Hague Convention.
In other case: his signatures and proofs shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer or by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889.
Further all the documents signed by Foreign National such as DIR-2 (Consent to act as Director) and DIR-8 shall also be notarized and duly apostillised.
(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.
Documents Required for BODY CORPORATE foreign entity
a. Certificate of Registration/Constitution/Charter of the Foreign Entity, i.e., Holding Company (already provided as above).
b. Latest Electricity/Telephone Bill of the Foreign Entity. (already provided as above).
c. Resolution Passed by Foreign Entity for subscription of shares. (already provided as above).
d. Copy of passport of Authorized Person
(e). Copy of Address Proof being Latest Copy of any Utility Bill or Bank Statement which shall not be older than 1 Month of Authorized Person
Note: All the Documents of Foreign Holding + Auth. Person shall be notarized before the Foreign Notary and be duly apostillised.
Documents Required for Nominee shareholder of (1 share or more shares as mutally decided) to fulfill the requirement of Minimum two shareholder as per the provision of section 88 of the companies act, 2013.
- Self-Attested Copy of Aadhar Card.
- Self Attested Copy of PAN-Mandatory
- Self Attested Copy of Address proof being any of Bank Statement/Electricity Bill/Telephone Bill/Mobile Bill not older than one month
(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 Foreign Entity
- Filing of E-FORM MGT-6 along with MGT-4 AND MGT-5
- Filing of BEN-2 if applicable
Further all the share transfer documents signed by Foreign National such as Board Resolution for transfer, SH-4 Deed (on behalf of Foreign Holding) shall also be notarized and duly apostillised.
STEP-4.
Documents required for FDI Reporting with the RBI in form FC-TRS within 30 days of remittance:
