21 January 2019
Dear Sir, One private limited company which was incorporated on 23-02-2018 has now want to convert itself into one person company (opc). The company has conveyed general meeting and pass the resolution for it and file mgt-14 with roc. Now, when they go to file inc-6, there are 2 problem has arisen. 1st for mandatory requirement of attaching latest audited financial statements (because company doesn't complete it's first year hence no any financial statements are yet prepared by the company) 2nd for paid up share capital: - the company was incorporated with 2k paid up capital but when data about paid up capital has been entered into inc-6 the JavaScript was come with the message that minimum paid up capital must be 1 Lakh. So, please guide us as to how to overcome this kinds of problems.
21 January 2019
Conversion of Private company into One Person Company
(1) A private company other than a company registered under section 8 of the Act having paid up share capital of fifty lakhs rupees or less or average annual turnover during the relevant period is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.
(2) Before passing such resolution, the company shall obtain ‘No objection’ in writing from members and creditors.
(3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form No. MGT.14.
(4) The company shall file an application in Form No.INC.6 for its conversion into One Person Company along with fees as provided in the Companies (Registration offices and fees) Rules, 2014, by attaching the following documents, namely:-
— The directors of the company shall give a declaration by way 18 One Person Company (OPC) 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 of the company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may be; — the list of members and list of creditors; — the latest Audited Balance Sheet and the Profit and Loss Account; and — the copy of ‘No Objection’ letter of secured creditors.
(5) On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate
21 January 2019
Madam, My 1st question is about whether the company whose age not exceed 1 year can be convert itself into one person company (opc) or not? Because in eForm INC-6, there are mandatory requirement to attach latest audited financial statement and the company whose age is below than 1 year can't able to draw it's financial statement and get it audited then how it can be able to attach latest audited financial statement in eForm INC-6? My 2nd question is about what is minimum paid up capital required to convert private limited company into one person company (OPC)? Because eForm INC-6 requiring minimum capital for one person company (OPC) is ₹1,00,000/- whereas in the companies (amendment) act, 2015 the minimum paid capital requirement for both private limited company and public limited company was omitted.
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