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CONTENT OF ARTICLES
A. Background
B. Method of Conversion of OPC
into Private Limited Company.
C. Process of Mandatory Conversion
of OPC into Private Limited
Company
D. Penalty
E. Process of Voluntary Conversion
of OPC into Private Limited
Company.
F.
One most important feature of OPC is that the risks mitigated are limited to the extent of the
value of shares held by such person in the company
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There is TWO METHOD for conversion of OPC into Private Limited Company:
1. Mandatory Conversion of OPC into Private Limited Company.
2. Voluntary Conversion of OPC into Private Limited Company.
STEPS
ACTION
BOARD MEETING
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There is required to pass Share holder resolution. But as per Section 122(1) there is no
need to hold EGM by OPC, it shall be sufficient if, in case of OPC, the resolution is
communicated by the member of the company and entered into the minutes books
required to be maintained u/s 188 and signed and dated by member and such date shall
be deemed to be the date of the meeting for all the purpose under this Act.
D.
E- Form INC-5
ATTACHMETN:
I. Certified true copy of board resolution where person
giving notice has been authorized
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ATTACHMETN:
I. Certified true copy of board resolution where person
giving notice has been authorized
II. Altered copy of MOA & AOA.
III. Copy of the duly attested latest financial statements
IV. Certified true copy of Special resolution where
person giving notice has been authorized
V. Any other information can be provided as an
optional attachment(s).
Duty of ROC:
Concerned Registrar of Companies (ROC) will check the E-forms and attached
documents filed by the Company for Conversion of Private Company into One Person
Company (OPC). On being satisfied that Company has complied with prescribed
requirements the Registrar shall issue the Certificate to the effect of Conversion of
Private Company into One Person Company (OPC).
PENALTY:
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 ten thousand rupees and with a further fine which
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may extend to one thousand rupees for every day after the first during which such
contravention continues.
A company of any class registered under this Act may convert itself as a
company of other class under this Act by alteration of memorandum and
articles of the company in accordance with the provisions of this Chapter.
Where the conversion is required to be done under this section, the Registrar
shall on an application made by the company, after satisfying himself that
the provisions of this Chapter applicable for registration of companies have
been complied with, close the former registration of the company and after
registering the documents referred to in sub-section (1), issue a certificate of
incorporation in the same manner as its first registration.
The registration of a company under this section shall not affect any debts,
liabilities, obligations or contracts incurred or entered into, by or on behalf of
the company before conversion and such debts, liabilities, obligations and
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contracts may be enforced in the manner as if such registration had not been
done.
STEPS
BOARD MEETING
ACTION
ISSUE NOTICE in accordance with the provisions of
section 173(3) of the Companies Act, 2013 and SS-I for
convening a meeting of the Board of Directors. Main
agenda for this Board meeting would be:
AGENDA :
To discuss with directors that Company want to
convert into OPC into Private Limited Company.
Pass Board resolution for increase in No. of Directors.
(Minimum 2 Directors)
Pass a board resolution to get in principal approval of
Directors for increase shareholder of the Company.
(Minimum 2 Share holders)
Pass Resolution to get shareholders approval for
Alteration in MOA & AOA of Company.
There is required to pass Share holder resolution. But as per Section 122(1) there is
no need to hold EGM by OPC, it shall be sufficient if, in case of OPC, the resolution
is communicated by the member of the company and entered into the minutes books
required to be maintained u/s 188 and signed and dated by member and such date
shall be deemed to be the date of the meeting for all the purpose under this Act.
E.
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ATTACHMETN:
VI. Certified true copy of board resolution where
person giving notice has been authorized
VII. Altered copy of MOA & AOA.
VIII. Copy of the duly attested latest financial statements
IX. Certified true copy of Special resolution where
person giving notice has been authorized
X. Any other information can be provided as an
optional attachment(s).
Duty of ROC:
Concerned Registrar of Companies (ROC) will check the E-forms and attached
documents filed by the Company for Conversion of Private Company into One
Person Company (OPC). On being satisfied that Company has complied with
prescribed requirements the Registrar shall issue the Certificate to the effect of
Conversion of Private Company into One Person Company (OPC).
B.
C.
D.
Intimate all the concerned authorities like Excise and sales tax etc about the
status change
E.
DIVESH GOYAL
Practicing Company Secretary
GOYAL DIVESH& ASSOCIATES
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This brief write up an attempt has been made to unlock the technicalities related to
Conversion of Private Company into One Person Company prescribed under Companies
Act, 2013. I believe that the procedure for Conversion of Private Limited Company into One
Person Company through this article would be of some help for you all.
Conversion of status of company from private to OPC would become effective form the date
of receipt of the approval of the Registrar through the change of name would become
effective on the issue of fresh Certificate of Incorporation.
The Companies Act, 2013 was expected to simplify the provisions but on the contrary it
brought lot of restrictions on doing business. Therefore the private companies are
converting themselves into One Person Company.
A One Person company can be easily managed with less compliance to be followed,
conversion of the Sole Proprietor firm or Partnership or Private Limited Company to One
Person Company would benefit most people.