Conversion of a private limited company to an OPC: Conditions
- The new OPC should be composed of natural persons
- The new OPC will be open to anyone who is a citizen of India, or who has spent 120 days in India during the past financial year, and who is able to contribute to India’s development
- There should be no conflict of interest between members of the OPC or nominees for an OPC member
- OPC does not permit minors to join or be a part of our organization for any reason whatsoever
- The company which will be converted into an OPC should not be set up as a Section 8 company since that is not permitted to operate as an OPC.
How to convert a private company into an OPC
An OPC can be converted from a private company by following the following steps:
- Organize a board meeting.
- organise a board meeting
- Request an EGM
- Assurance from creditors
- Defer EGM
- Form submission to RoC
- publishing share certificates
1. Request a board meeting
Each member of the board shall get a notification at least seven days before the meeting. The board meeting agenda should be included in the notification.
2. Organize a board meeting
For the following reasons, the board of directors should get together:
- The transformation of a Private Limited Company into an OPC requires board approval.
- The date, place, hour, and day of the Extraordinary General Meeting shall be fixed.
- For the approval of the EGM agenda, notice, and justification
- to give any director the go-ahead to publish the authorized EGM notice.
3. Request an EGM
The company’s directors, auditors, and members must all be informed of the extraordinary general meeting (EGM). At least 21 days before the EGM date, the notice for the EGM shall be sent.
4. The Creditors’ NOC
The corporation should get a no-objection certificate (NOC) from the current shareholders and creditors before passing the special resolution in the EGM. A written no-objection certificate (NOC) is required.
5. Defer EGM
For the following reasons, the EGM will be held:
- Verify the quorum for the meeting.
- Verify whether the company’s auditor is present. If absent, determine whether a leave of absence has been approved in accordance with Section 146 of the 2013 Companies Act.
6. Form Submission to RoC
In order to change a private company into a one-person business, specific electronic forms must be submitted to the relevant registrar of companies (RoC) (OPC). The authorised registrar must receive the following forms:
As soon as the special resolution is approved by the EGM, Form MGT-14 must be sent to the RoC. Form MGT-14 must be submitted to RoC within 30 days of the special resolution’s adoption. The following attachments must be included with the Form MGT-14:
The EGM notice and a duplicate of the justification
A real certified copy of the resolution was made.
modified Memorandum of Association (MoA) and Articles of Association of the Company (AoA)
a legitimate copy that has been certified of the board resolution.
The RoC should receive the application for the conversion of the private firm into the OPC. The application must be filed using Form INC-6 and include all necessary attachments:
The full list of members and creditors
The most recent balance sheet for the business
a duplicate of the letter of support
A statement signed by the firm’s directors stating that the conversion of a private company into an OPC has the approval of all creditors and shareholders, that the company’s paid-up capital is less than $50k, and that the private company’s annual revenue is less than $2k.
7. A share certificate is issued
The registrar of companies will examine all submitted e-Forms and any connected documents filed by the private business in order to convert it into an OPC. After the registrar of companies is satisfied that the Private Company has complied with the legislative criteria, the RoC should issue a share certificate for the Conversion of Private Company into OPC.