27 Feb From Solo Entrepreneurship to Collective Growth: Converting Your OPC into a Private Company
Understanding One Person Company (OPC)
In 2013, the enactment of the Companies Act introduced a significant reform known as the one person company (OPC), allowing for the incorporation of a company by a sole individual. Recently, the Ministry has established guidelines delineating the process for converting an OPC into a private limited company, as stipulated in the Companies (Incorporation) Second Amendment Rules of 2021. This article explores the essence of a one person company, the procedural intricacies involved in its conversion into a private limited company, and the pertinent amendments.
Membership Eligibility for OPCs
As per Section 2(62) of the Companies Act, an OPC is defined as a company with a solitary member. OPCs offer streamlined avenues for funding and enjoy several exemptions and simplified administrative procedures under the Companies Act.
Legal Framework for OPC Conversion to Private Company Provisions outlined in Section 18 of the Companies Act, 2013, along with the Companies (Incorporation) Rules of 2014 and the Companies (Incorporation) Second Amendment Rules of 2021, govern the conversion process from an OPC to a private limited company. Amendments made in April 2021 to the Companies (Incorporation) Rules, 2014, further refined the conversion procedures.
Conversion Process Overview The conversion process, as per Rule 6 of the Companies (Incorporation) Second Amendment Rules, 2021, involves several steps:
- Board Resolution: The OPC must pass a board resolution approving alterations in its Memorandum of Association (MOA) and Articles of Association (AOA) in line with Section 122(3) of the Companies Act.
- Intimation to ROC: The OPC must notify the Registrar of Companies (ROC) regarding the conversion within 30 days by submitting a copy of the special resolution in Form No. MGT-14.
- Statutory Requirements: Typically, the conversion entails increasing the minimum number of members and directors, along with complying with the requisite paid-up capital norms.
- Submission of Forms: The OPC files e-Form INC-6, along with prescribed fees, informing the Registrar of ceasing to operate as an OPC and transforming into a private company.c
- Approval and Certificate Issuance: Upon fulfilling all requirements, the Registrar approves the conversion and issues the requisite certificate.
Documentary Requirements for Conversion
Key documents necessary for conversion include affidavits or No Objection Certificates (NOCs) affirming member and creditor consent, PAN cards of nominees and members, altered MOA and AOA, financial statements, board resolutions, and a list of members and creditors.
Filing e-Form INC-6: Steps and Details
The applicant initiates the conversion process by filing e-Form INC-6, providing essential details such as Corporate Identification Number (CIN), registered office address, current directors, particulars of special resolution, and capital structure.
Approval Protocol
Before proceeding with conversion, the board must approve the decision, and shareholders must endorse alterations to the MOA, AOA, and company status. Subsequently, the director submits e-Form INC-6 after obtaining necessary approvals.
Impact of Conversion
The conversion from an OPC to a private limited company does not absolve the company of previous obligations, ensuring continuity in its liabilities.
In Conclusion
The introduction of OPCs aimed to foster entrepreneurship in India. With suitable criteria laid down by the Companies Act, OPCs can seamlessly transition into private limited companies. The recent amendments, particularly in 2021, have eased the conversion process, reflecting the government’s commitment to facilitating the growth of OPCs in India.
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