Board Resolution for Conversion of OPC Into Private Limited Company

An already registered private corporation can be converted into OPC (One Person Company) pursuant to phase 18 of the Companies Act 2013. However, in advance than conversion test for the following conditions stipulated underneath the Act and the rules:

1. That the paid-up capital of the corporation to be converted to OPC wants to be plenty much less than Rs. 50 Lacs.
2. That the as soon as 12 months turnover of the corporation to be converted to OPC needs to be plenty much less than Rs. 2 crores in the course of the past three consecutive economic years.

Note in case the corporation has now not completed its tenure of 3 years then, then the turnover could be reckoned from the date of its incorporation.

    3. The new OPC to be common need to have the best one Natural Individual having Indian nationality as a shareholder

4. The shareholder of the OPC to be common needs to be a resident individual.

Note that a person is treated to be a resident if the stay of such an individual in India in the course of proper away preceding one calendar 12 months is more than 100 80 days.

5. The shareholder of the latest OPC to be common needs to now not have already included some other OPC, or he wants to now not be the nominee of some other OPC.
6. A minor isn’t always allowed to be a member or nominee of an OPC.

What Will Display as Much as the Private Corporation’s Liabilities, and Contractual Obligations After Its Conversion to OPC?

The liabilities and contractual obligations entered, with the useful resource of the usage of the corporation in advance than conversion & such debts, liabilities, and obligations shall remain unaffected and could be enforceable in law as eleven though no such conversion has taken place. The OPC common after conversion could be accountable for them.

Details of the Above Steps

1. Board meeting: A board meeting is wanted to be completed which will restore a date for calling the meeting of the shareholders (Extra Ordinary General Meeting). Notice to be served to the shareholders shall moreover be drafted along with the draft selection. This selection pertains to the precise selection to be observed with the useful resource of the usage of the shareholder concerning the conversion of private restricted to OPC withinside the desired meeting.

2. The notice could be served in accordance with the provisions of Section hundred and one of the Companies Act, 2013 all Members, Directors, and Auditors along with an explanatory announcement further to the agenda, draft selection to be passed as a completely unique selection.

three. Obtain NOC from the creditors: The consent of all the creditors withinside the form of a No Objection Certificate want to be received. Such consent received from creditors is to be located in advance of the EGM.

4. Conduct the EGM: In accordance with the date decided withinside the Board meeting and notice served to conduct the EGM on the positive date, time, and place. A precise selection is wanted to be passed at the EGM concerning the conversion & moreover the approval of altered MOA & AOA (Memorandum of association and Article of association).

5. Filing of Resolution with the ROC: The precise selection passed at the EGM with the useful resource of the usage of the people must be filed with the ROC in Form No MGT-14, internal 30 days from its date of passing along with prescribed attachments. Once the MGT-14 is authorized, the ROC takes the selection on its record.

6. Filing of Application of Conversion: Once MGT-14 is authorized report the software program for conversion through Form — INC-6 with the following attachments

Filing of form INC-6

The form for conversion of a non-public business enterprise to OPC could be downloaded from the MCA net internet site online and to be filled and uploaded at the portal of MCA through CS or such criminal man or woman of the business enterprise.

The Form INC-6 Attachments are Listed Below

1. No objection certificate / Consent letter was received from all the creditors.
2. List of all the people and directors of the business enterprise
3. Today’s audited profits and loss account and balance sheet of the business enterprise
4. A statement withinside the form of a sworn declaration to get hold of for the consent to the Conversion of Private Company into OPC, further to about the paid-up capital of the business enterprise is a great deal much less than 50 lacs and that the turnover is a great deal much less than crores to be received from all the directors that all people and creditors of the business enterprise.
5. Affidavits from the people giving consent about the fact that the paid-up capital being a great deal much less than 50 Lacs and the not unusual place turnover are a great deal much less than crores withinside the past three consecutive financial years.
6. A certificate from an educated Chartered Accountant to affirm the fact about the business enterprise that the paid-up capital of the business enterprise is a great deal much less than 50 lac and that the turnover is a great deal much less than crores.
7. The new altered duplicate of the Memorandum of association and article of association for OPC. Note that the contemporary MOA and AOA want to include the applicable clauses pursuant to the corporations act 2013 applicable to OPC want to be inserted.
8. Certified right duplicate of Board Resolution and the precise selection passed at the EGM, and the notices, agenda, and explanatory announcement for identical want to moreover be attached.

Certificate of Conversion

Once the software program for conversion is received with the useful resource of the usage of the cabin a position Registrar of Companies, the ROC shall scrutinize the software program and on finding it proper in keeping with the requirements pursuant to Companies Act 2013, the Roc shall approve the form and issues a certificate of converted Private Limited Company into One Person Company.