CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY


Section 18 of the Companies Act 2013 discussed earlier here talk about conversion of companies. In Rule 7 of the Companies (Incorporation) Rules 2014 list out formalities for conversion of a private company into a one person company.

A private company other than a company registered under section 8 of the Act having paid up share 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. [Rule 7(1)]

Before passing such resolution, the company shall obtain No objection in writing from members and creditors. [Rule 7(2)]

The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form MGT – 14. [Rule 7(3)]

The company shall file an application in Form INC – 6 for its conversion into One Person Company along with fees as provided in the Companies (Registration offices and fees) Rules, 2014, by attaching the following documents, namely:-

(i) The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, the paid up share capital company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may be;

(ii) the list of members and list of creditors;

(iii) the latest Audited Balance Sheet and the Profit and Loss Account; and

(iv) the copy of No Objection letter of secured creditors. [Rule 7(4)]

On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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14 responses to “CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY

  1. Can a newly formed private company can do the conversion into OPC

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  2. Pingback: Index of Companies Law Posts | AishMGhrana

  3. Any One Converted their Private Companies Into OPC, If Yes Kindly Provide me the format of all annexure required for the conversion from starting point to end point.

    Thanks in Advance

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  4. We converted into private limited company in 2012, but we were unable to file Returns until now…we have very small business and turnover is very less upto 3lakhs for 2013-2014, and nil in 2014-2015….can we change first into OPC then file returns or should we clear first in exsisting pvt ltd company then change?..Also need to what fees is incurred to change to Private limited to OPC

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  5. Pingback: AMENDMENT IN COMPANIES INCORPORATION RULES | AishMGhrana

  6. SIR,

    I AM HAVING FEW QUERIES WITH REGARD TO CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY.

    1. IS NOMINATION FORM IN INC-3 REQUIRED TO BE FILED BEFORE INC-6.
    2. IF YES, THEN WHILE FILLING UP FORM INC – 3, WHAT SHOULD BE THE CIN NO. OF ONE PERSON COMPANY AS THE SAME IS NOT AVAILABLE BEFORE CONVERSION AND EXISTING CIN NO. OF PRIVATE COMPANY IS NOT ACCEPTED IN THE FORM.

    THANKING YOU,

    WITH REGARDS,
    BHAWESH JHABAK

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  7. Since last few days I am trying to draft the Resolutions concerned for the same that what could be the language of the resolution. While drafting the same, I have some questions in mind-

    1. How to treat the existing shareholders of the Company(as in OPC there cant be more than one shareholders); should we mention the name of new single shareholder also in the resolution itself?

    2. SAME QUESTION FOR TREATMENT OF EXISTING DIRECTORS

    2. How to proceed for transfer of shares in the name above single shareholder(Will it require Board meeting as in normal course for approval of transfer)

    I trying to get ease in procedure for conversion without any technical hurdle.

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  8. Dear Sir,

    We refer your article on One Person Company. It is very nice and giving more idea about the One Person Company. It is conceptually so clear.

    Now, I have one confusion on conversion of Private Company into One Person Company.

    We converted one Private Limited Company into One Person Company. On conversion MCA issued new certificate and has mentioned the word “OPC” at the end of company’s name. Like ABC Agro Private Limited (OPC). As per my knowledge the word OPC should be come before the word “Private Limited” on conversion. Accordingly the new name should be ABC Agro (OPC) Private Limited.

    Please advise which name is correct whether “ABC Agro Private Limited (OPC)” or “ABC Agro (OPC) Private Limited”.

    Thanking you,

    Regards,
    H.K. Modi
    Ahmedabad

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    • As per Section 4(1)(a), I prefer ABC OPC Pvt Ltd.

      However, we may discuss this with concern RoC also for his views.

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      • Thanks Mr. Aishwarya Mohan Gahrana. However, as per the proviso of Section 12 (3) of Companies Act 2013 “the words ‘‘One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.” So, please inform can we interpret to mention the word OPC at last??????

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        • Section 4(1)(a) of the Act say that the name of the company with the last word “Limited” in the case of a public limited company, or the last words “Private Limited” in the case of a private limited company. Accordingly name of a One Person Company shall end with word “Private Limited”. In case, an RoC or Company consider “One Person Company” as part of name, the term OPC must come before word “Private Limited”. But “One Person Company” may not be an object forming Second word of company name as well a noun forming first name of company name, name of the company do not essentially contain words “One Person Company”.

          Second Proviso to sub – section (3) of Section 12 of the Act say, that the words ‘‘One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved. Now, term “below” needs interpretation, may be judicial one. When a company or Registrar for non – availability of space wrote words “after” not “below” the name; Whether this will constitute violation of this proviso? Sub – section (3) of Section 12 applies to Companies not to Registrars.

          Name of a One Person Company shall only be “ABC ZYZ Private limited” with descriptive words “One Person Company” below the name whenever it is written by the company in compliance with requirement to Section 12(3).
          I will not comment how the name should be written here and there by the company or anywhere including on Certificate of Incorporation by Registrar or any other person as law is silent and do not deny any writing methodology.

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