To convert a Private Limited Company to an OPC (One Person Company), you need to follow certain steps and comply with the regulations outlined by the government. Here’s a general outline of the conversion process:
- Obtain Director Identification Number (DIN): The director of the Private Limited Company must obtain a DIN if they don’t already have one. If there is more than one director, the company should ensure that only one director remains before proceeding with the conversion.
- Obtain Digital Signature Certificate (DSC): The director needs to obtain a DSC, as it will be required for filing the necessary forms electronically.
- Board Meeting and Passing Resolution: Conduct a board meeting to propose the conversion of the Private Limited Company to an OPC. Pass a resolution approving the conversion and the alteration of the Memorandum and Articles of Association accordingly.
- Consent and No Objection: Obtain consent from all the shareholders and creditors of the Private Limited Company for the proposed conversion. Additionally, obtain a no-objection certificate from any existing lenders.
- Drafting of MOA and AOA: Prepare a new Memorandum of Association (MOA) and Articles of Association (AOA) for the OPC, as per the requirements of the Companies Act, 2013. These documents should reflect the changes in the structure and management of the company.
- Filing of Forms with the Registrar of Companies (ROC): File the necessary forms with the ROC to convert the Private Limited Company into an OPC. The forms typically include the following:
a. Form INC-6: This form is used for applying for the conversion of a Private Limited Company into an OPC.
b. Form INC-22: This form is used for notifying the change of registered office address of the company, if applicable.
c. Form MGT-14: This form is used for filing a resolution with the ROC, notifying the conversion of the company into an OPC.
- Payment of Fees: Pay the requisite fees for filing the forms with the ROC. The fee structure may vary depending on the authorized capital of the company.
- Issue of Certificate of Incorporation: Once the ROC verifies the filed documents and approves the conversion, they will issue a Certificate of Incorporation for the OPC. This certificate serves as proof of the company’s existence as an OPC.
- Make Necessary Changes: Update the company’s name and other relevant details, such as the director’s details, on various official records and documents.
- Commence Operations: Once the conversion is complete, the OPC can commence its operations as per the new structure and comply with the regulations applicable to OPCs.
It’s important to note that the Conversion of Private Limited Company to OPC process may vary slightly depending on the jurisdiction and specific requirements of the Registrar of Companies. It’s advisable to consult with a professional, such as a company secretary or lawyer, to ensure compliance with all legal procedures and regulations.