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Company Incorporation

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CONDITIONS:

  • A Private Company of any class is enabled to convert itself into an OPC, except companies registered under section 8 of the Companies Act, 2013 and companies registered under section 25 of the Companies Act, 1956;
  • A Private Company having a paid up 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;
  • Registrar shall on receipt of application made by the company, satisfy himself that the relevant provisions have been complied with by the company, close the former registration of the company and issue a fresh certificate of incorporation;

Note: The term "Relevant period" means the period of immediately preceding three consecutive financial years.


STEPS TO BE TAKEN FOR THE CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY (OPC):

  • Conversion can be done by altering memorandum and articles of the company in accordance with the relevant provisions of Companies Act, 2013.
  • A special resolution is required to be passed by the Private Company at its general meeting. File a copy of the Special Resolution passed at the general meeting with the Registrar of Companies in Form MGT- 14, within 30 days of passing the resolution.
  • The company is also required to file an application in Form INC-6 within 30 days of passing the Special Resolution with the Registrar of Companies, seeking conversion of Private Company into One Person Company.
  • Following Basic documents are required for conversion of Private Company into OPC:
    • Declaration by directors 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 Profit and Loss account;
    • No objection letter of from all creditors.
  • On being satisfied and complied with requirements stated hereinabove the Registrar shall close the former registration and issue a fresh certificate of incorporation in the same manner as if such registration had not been done.

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