Conversion of private company into opc

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Querist : Anonymous

Querist : Anonymous (Querist)

11 February 2016 Dear Professional colleagues,

When Private company wants to convert itself into OPC then share holder should be a one person only. My query is what is the documentation/compliance required to be done for doing the same. Either transfer it or only filing of Form INC-6 is sufficient?

Thanks in anticipation

CS Divesh Goyal

CS Divesh Goyal (Expert)
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12 February 2016 you have to transfer of share then follow the process.

S. No. STEPS ACTION
A. BOARD MEETING ISSUE NOTICE in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. Main agenda for this Board meeting would be:

AGENDA :
To Get in-principal approval of Directors for Conversion of Private Company into One Person Company (OPC).

Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for Conversion of Private Company into One Person Company (OPC).

To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;

To authorize the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board.
Important Note: Before passing such special resolution, the Company shall obtain No Objection Certificate in writing from existing members and creditors.
B. NOTICE OF GENERAL MEETING:
Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions at least 21 days before the actual date of the EGM :
 All the Directors.
 Members
 Auditors of Company
C. CONVENE A GENERAL MEETING: • Check the Quorum.
• Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
• Pass Special Resolution.[Section-114(2)] to get shareholders’ approval for Conversion of Private Company into One Person Company (OPC).
• Approval of Alteration in MOA.
D. ROC FORM FILING For conversion of private Company in OPC under section 18, few E-forms will be filed with concerned Registrar of Companies at different stages as per the details given below
E- Form MGT.14 As per Section 117(3)
Copy of this special resolution is required to be filed with concerned ROC through filing of form MGT.14 within 30 days of passing Special Resolution in the EGM
ATTACHMENT:
i. Notice of EGM along with copy of explanatory statement under section 102;
ii. Certified True copy of Special Resolution;
iii. Altered memorandum of association;
iv. Altered Articles of association
v. Certified True copy of Board Resolution may be attached as an optional attachment.
It is relevant to note that First you have to file form MGT.14 as SRN No. of form MGT.14 will be used in form INC.6
E- Form INC.6 Accordingly an Application for conversion of a Private Company into a OPC is required to be filed in e-Form INC.6 to the ROC concerned, with all the necessary annexure and with prescribed fee.
ATTACHMENT:
i. The list of members and list of creditors.
ii. The latest Audited Balance Sheet and the Profit and Loss Account; and
iii. The copy of No Objection letter of secured creditors.
iv. NOC of Members and Creditors.
v. The directors of the Company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the Company have given their consent for conversion, the paid up share capital Company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may be

Other information if any can be provided as an optional attachment
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).

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