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Covert pvt ltd to opc

Giridhar Narasimhamurthy (M.D) (28 Points)

25 August 2019

We intend to convert our Pvt Ltd to One Person Company. But we have been advised by our CS that it wont be possible to convert a Pvt Ltd to a OPC since it has not completed 2 years yet. Is this correct advise because perusal of Companies Act and Companies Incorporation Rules 2014, there is no mention of 2 years completion as requirement for Pvt Ltd to OPC conversion (whereas for OPC to Pvt Ltd, 2 years has been mentioned). If this is allowed, what would be the relevant rule book to refer to ?

Thanks.

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4 Replies

neha bisht (24 Points)
Replied 25 August 2019

Private company can convert itself into opc if it has a paid up capital of less than 50 lakhs and annual turnover of less than 2 crores.

Giridhar Narasimhamurthy (M.D) (28 Points)
Replied 27 August 2019

Thanks for the response. Yes, our company meets both the criteria you have mentioned. So my understanding of what you are saying is that if these 2 criteria are met, then private limited can be converted to OPC even if it is less than 2 years old - is it correct ?

Thanks

neha bisht (24 Points)
Replied 27 August 2019

Yes, absolutely correct

Shrijay Sheth (Co-Founder) (2692 Points)
Replied 30 August 2019

We can convert a Private limited company into One Person Company by following mentioned process:

1. The existing private limited company is required to call a general meeting of the company, for passing a special resolution for the purpose of its conversion into a one-person company. But proof of No Objection from all members and creditors, must be taken in written form prior to passing such a resolution.

2. Afterwards, a copy of special resolution is sent to the concerned ROC within Thirty days of passing of resolution in Form MGT-14 after making necessary alterations in the MOA and AOA of the private limited company as per the provisions given in the Section 18 of the Companies Act, 2013.

3. Then, the members of the private limited company have to file Form INC-6.

4. After observation and verification of the documents and facts, the ROC will issue the certificate of conversion.

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