Requirements for Converting a Private Limited Company to an OPC

Requirements for Converting a Private Limited Company to an OPC

  • The new OPC should only accept natural persons as members.
  • The new OPC should only admit members who are Indian citizens or who have spent 120 days there in the preceding fiscal year.
  • The OPC member cannot also be a nominee for another OPC or a member of another OPC.
  • Minors are not permitted to join or take part in OPC.
  • It is not advisable to incorporate the business that will become an OPC as a Section 8 company.

How to Make a Private Company a Public Company

The process to transform a private company into an OPC is as follows

  • Organize a board meeting.
  • Organize a board meeting
  • Request an EGM 
  • NOC from the creditors 
  • hold the EGM 
  • Form filing until the RoC
  • Publishing share certificates

1. Call for a Board Meeting

The observation for the board assembly needs to be despatched to all individuals a minimum of 7 days previous to the assembly date. In the observation, the schedule for the board assembly needs to be specified.

2. Hold Board Meeting

The board of administrators need to meet for the subsequent reasons:

  • The board of administrators ought to approve the conversion of a Private Limited Company into an OPC
  • The awesome trendy assembly’s date, location, time, and day may be decided
  • For the approval of the EGM observation, schedule, and explanatory statement
  • To authorize any of the administrators to trouble the authorized observer of the EGM.

3. Call for EGM

All individuals, administrators, and auditors of the corporation will be notified of the awesome trendy assembly (EGM). The EGM observation needs to be despatched a minimum of 21 days previous to the EGM date.

4. NOC from Creditors

Before passing the unique decision withinside the EGM, the corporation needs to get a no-objection certificate (NOC) from the present shareholders and lenders. The no-objection certificates (NOC) need to be in writing.

5. NOC from Creditors

The EGM may be held for the subsequent reasons:

  • Check to peer if the assembly has a quorum.
  • Check for the presence of the corporation’s auditor. If now no longer present, test if a go away of absence is granted or now no longer as in step with Section 146 of the Companies Act, 2013.

6. Hold EGM

Certain e-Forms ought to be finished with the involved registrar of businesses (RoC) for the conversion of a personal corporation right into one individual corporation (OPC). The following paperwork ought to be filed with the authorized registrar:

Form MGT-14

Form MGT-14 need to be filed with the RoC as soon as the EGM passes the unique decision. Within 30 days of the unique decision’s passing, Form MGT-14 needs to be filed with RoC. The Form MGT-14 needs to be followed via way of means of the subsequent attachments:

  • The EGM observation, in conjunction with a replica of the explanatory statement
  • An authentic licensed replica of the unique decision
  • The corporation’s amended Memorandum of Association (MoA) and Articles of Association (AoA)
  • An authentic licensed replica of the board decision.

Form INC-6

The utility for the conversion of a personal corporation into OPC needs to be filed to the RoC. Form INC-6 ought to be filed to publish the utility, collectively with the applicable attachments:

  • The whole listing of lenders and individuals
  • The corporation’s maximum current stability sheet
  • A replica of the letter of no objection
  • Affidavit of the administrators of the corporation affirming that each lender and shareholder have consented to the conversion of a personal corporation into an OPC, that the corporation’s paid-up capital is much less than ₹50 lakh, and that the personal corporation’s turnover is much less than ₹2 crores.

7. Issue of Share Certificate

For the conversion of private company into opc, the registrar of businesses will evaluate all e-Forms submitted and all connected files filed via way of means of the personal corporation. The RoC needs to trouble percentage certificates for the conversion of a personal corporation into an OPC after the registrar of businesses is glad that the Private Company has met the statutory requirements.

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