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CONVERSION OF ONE PERSON COMPANY INTO PRIVATE COMPANY/PUBLIC COMPANY
3.jpg "CONVERSION OF ONE PERSON COMPANY INTO PRIVATE COMPANY/PUBLIC COMPANY")
CONVERSION OF ONE PERSON COMPANY INTO PRIVATE
COMPANY/PUBLIC COMPANY
Section: - Section 18 of the Companies Act, 2013
Rule: - Rule 6 of Companies (Incorporation) Rules, 2014
Requirements: For converting to a private limited company, OPC is required to have 2 directors and 2 members.
The One Person company shall alter its memorandum and articles by passing a resolution in accordance with subsection (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto.
A One Person company may be converted into a Private or Public Company, other than a company registered under section 8 of the Act, after increasing the minimum number of members and directors to two or seven members and two or three directors, as the case may be, and maintaining the minimum paid-up capital as per the requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion.
The company shall file an application in e-Form No.INC-6 for its conversion into Private or Public Company, other than under section 8 of the Act, along with fees as provided in the Companies (Registration offices and fees) Rules, 2014 by attaching documents, namely:-
- Altered MOA and AOA;
- copy of resolution;
- the list of proposed members and its directors along with consent;
- list of creditors; and
- the latest audited balance sheet and profit and loss account
On being satisfied that the requirements stated herein have been complied with, the Registrar shall approve the form and issue the Certificate.
Procedure for Conversion:-
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PROCEDURE |
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BOARD MEETING |
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NOTICE |
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Issue Notice in accordance with the provisions of section 173(3) of the Companies Act, |
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2013 and SS-I for convening a meeting of the Board of Directors. |
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AGENDA |
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To discuss with directors that Company want to convert the OPC into Private |
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Limited Company. |
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Pass Board resolution for increase in Number of Directors (Minimum 2 or 3 Directors) |
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Pass a Board resolution to get in principal approval of Directors for increase |
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shareholder of the Company (Minimum 2 or 7 Shareholders) |
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Pass Resolution to get shareholders’ approval for Alteration in MOA & AOA of |
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Company. |
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SHAREHOLDER’S |
There is required to pass Shareholder resolution. |
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MEETING |
Note:- But as per Section 122(1) there is no need to hold EGM by OPC, it shall be sufficient |
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if, in case of OPC, the resolution is communicated by the member of the company and entered |
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into the minutes books required to be maintained u/s 188 and signed and dated by member |
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and such date shall be |
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deemed to be the date of the meeting for all the purpose under this Act |
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ROC Form Filling |
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E-Form DIR-12 |
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For Appointment of Directors |
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For filing of Special Resolution with Explanatory statement |
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E-Form INC-6 (For Conversion into Private or Public Company) |
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ATTACHMENTS: |
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Certified true copy of board resolution where person giving notice has been |
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authorized |
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Altered copy of MOA & AOA. |
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Copy of the duly attested latest financial statements |
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Certified true copy of Special resolution where person giving notice has been |
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authorized |
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Any other information can be provided as an optional attachment(s) |
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Duty of ROC |
Concerned Registrar of Companies (ROC) will check the E-forms and attached documents filed by the Company and on being satisfied that the requirements stated herein have been complied with, shall approve the form and issue the Certificate. |
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Penalty for default (Rule 7A of the Companies(Incorporation) Rules, 2014:-
If One Person Company or any officer of the One Person Company contravenes the provisions of these rules, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues.
Article Complied By-
Mayank Garg
CS Professional(Result Awaited)
H/p:- +91 9582627751
Disclaimer: Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information.