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Conversion Of One Person Company (Opc) Into Public Company Or Private Company And Vice Versa.

Methods of conversion:

A. Voluntary conversion

  • At least two years has been elapsed since Incorporation.
  • Application in form INC-6
  • Shall have to increase the number of shareholders and Directors to the requisite limit.

B. Mandatory conversion

  • In case paid up capital exceeds Rs. 50 lakhs and average annual turnover of preceding three years exceed two crores.
  • Shall have to increase the number of shareholders and Directors to the requisite limit.

Procedure to convert OPC into Public or Private Company:

  • One person company shall alter its Memorandum of Association and Articles of Association by passing a resolution as per section 122 to give effect to the conversion and to carry out such necessary changes.
  • For converting OPC to a private company, OPC is required to have 2 directors and 2 members.
  • For converting OPC to a public company, OPC is required to have 3 directors and 7 members.
  • Company will file form INC-6 along with fees with ROC (for its conversion into private or public company company)along with attachments:
    • Altered Memorandum of Association and Article of Association;
    • Copy of Resolution;
    • List of proposed members and its directors along with their consent;
    • List of creditors;
    • Latest audited Balance Sheet and Profit and Loss account.

On being satisfied that the requirements stated have been complied, Registrar of Companies shall approve the form and Issue the Certificate.

Procedure To Convert Private Company Into Opc:

  • Private company (other than section 8 company) may convert itself into OPC by passing Special Resolution in General Meeting.
  • Company before passing Special Resolution shall obtain NOC (no objection certificate) in writing from Members and Creditors.
  • OPC shall file a copy of special resolution in MGT-14 with Registrar of Companies within 30 days from date of passing.
  • Company shall file Form-6 for its conversion into OPC along with following attachments.
    • List of members and list of creditors.
    • Latest audited Balance Sheet and Profit and Loss accounts.
    • Copy of NOC from secured creditors.

On being satisfied that the requirements stated have been complied, Registrar of Companies shall approve the form and Issue the Certificate.

 
     
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