An already registered personal employer may be transformed into OPC (One Person Company) pursuant to segment 18 of the Companies Act 2013. However, earlier than conversion take a look at the subsequent situations stipulated below the Act and the rules:

  1. That the paid-up capital of the employer to be transformed into OPC need to be much less than Rs. 50 Lacs.
  2. That the once-a-year turnover of the employer to be transformed to OPC have to be much less than Rs. 2 crores throughout the beyond 3 consecutive monetary years.

Note in case the employer has now no longer finished its tenure of three years then, then the turnover will be reckoned from the date of its incorporation.

three. The new OPC to be fashioned has to have the most effective Natural Individual having Indian nationality as a shareholder

  1. The shareholder of the OPC to be fashioned has to be a resident character.

Note that someone is dealt with to be a resident if the life of a such character in India throughout right away previous calendar yr is greater than one hundred eighty days.

  1. The shareholder of the brand new OPC to be fashioned has to now no longer have already integrated another OPC, or he needs to now no longer be the nominee of another OPC.
  2. A minor isn’t allowed to be a member or nominee of an OPC.

What will show up to the personal employer’s liabilities, and contractual duties after its conversion to OPC?

The liabilities and contractual duties entered, with the aid of using the employer earlier than conversion & such debts, liabilities, and duties shall continue to be unaffected and will be enforceable in regulation as though no such conversion has taken place. The OPC fashioned after conversion will be responsible for them.

The process of conversion of a Private Company to OPC

In brief:

  1. Convene a Board assembly
  2. Serve note to behavior EGM

three. Obtain NOC from the lenders

  1. Conduct EGM and skip a unique decision
  2. Submit form MGT-14 to ROC
  3. Fill shape INC-6 for conversion of the Private employer to OPC

Details of the above steps

  1. Board assembly: A board assembly is needed to be performed for you to repair a date for calling the assembly of the shareholders (Extra Ordinary General Meeting). Notice to be served to the shareholders shall additionally be drafted in conjunction with the draft decision. This decision relates to the unique decision to be followed with the aid of using the shareholder regarding the Conversion of Private Company into OPC withinside the preferred assembly.
  2. The note will be served according to the provisions of Section hundred and one of the Companies Act, 2013 all Members, Directors, and Auditors in conjunction with an explanatory declaration in addition to the schedule, draft decision to be exceeded as a unique decision.

three. Obtain NOC from the lenders: The consent of all of the lenders withinside the shape of a No Objection Certificate needs to be acquired. Such consent acquired from lenders is to be positioned earlier than the EGM.

  1. Conduct the EGM: In accordance with the date determined withinside the Board assembly and note served to behavior the EGM at a certain date, time, and place. A unique decision is needed to be exceeded on the EGM regarding the conversion & additionally the approval of altered MOA & AOA (Memorandum of affiliation and Article of affiliation).
  2. Filing of Resolution with the ROC: The unique decision exceeded on the EGM with the aid of using the individuals has to be filed with the ROC in Form No MGT-14, within 30 days from its date of passing in conjunction with prescribed attachments. Once the MGT-14 is permitted, the ROC takes the decision on its record.
  3. Filing of Application of Conversion: Once MGT-14 is permitted document the software for conversion via Form — INC-6 with the following attachments

Filing of shape INC-6

The shape for conversion of a personal employer to OPC will be downloaded from the MCA web website online and to be crammed and uploaded on the portal of MCA via CS or such legal character of the employer.

The attachments of the shape INC-6 are as given below:

  1. No objection certificates / Consent letters were acquired from all of the lenders.
  2. List of all of the individuals and administrators of the employer
  3. The state-of-the-art audited income and loss account and stability sheet of the employer
  4. An announcement withinside the shape of a sworn statement to receive the consent to the conversion of the employer into an OPC, in addition to approximately the paid-up capital of the employer is much less than 50 lacs and that the turnover is much less than crores to be acquired from all of the administrators that every one individual and lenders of the employer.
  5. Affidavits from the individuals giving consent approximately the reality that the paid-up capital is much less than 50 Lacs and the common turnover are much less than crores withinside the beyond 3 consecutive monetary years.
  6. A certificate from a trained Chartered Accountant to verify the reality approximately the employer that the paid-up capital of the employer is much less than 50 lac and that the turnover is much less than crores.
  7. The new altered reproduction of the Memorandum of affiliation and article of affiliation for OPC. Note that the brand new MOA and AOA need to consist of the relevant clauses pursuant to the groups act 2013 relevant to OPC need to be inserted.
  8. Certified proper reproduction of Board Resolution and the unique decision exceeded on the EGM, and the notices, schedule, and explanatory declaration for the equal need to additionally be attached.

Certificate of Conversion

Once the software for conversion is acquired with the aid of using the able Registrar of Companies, the ROC shall scrutinize the software and on locating it right in step with the necessities pursuant to the Companies Act 2013, the Roc shall approve the shape and problems a certificate of transformed Private Limited Company into One Person Company.


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