Convene a Board Meeting

The directors of the company must meet and take a decision on conversion and fix a date for calling the meeting of the shareholders (Extra Ordinary General Meeting). Notice to the shareholders need to be drafted along with draft resolution, to be passed as special resolution to be adopted by the shareholder concerning the conversion of private limited to OPC

Issue Notice of EGM

The notice of the EGM is required to be issued to all the members, directors and auditors of the company. The date of issue of notice must be 21 days before the date of EGM. Along with the notice, the agenda, draft resolution to be passed as a special resolution and an explanatory statement shall be enclosed.

NO objection from All Creditors

Before the date of EGM, the consent in the form of a No Objection Certificate from of all the creditors of the company is necessary to be obtained. A copy of the consent of the creditors is to be placed before the EGM.

Conduct of EGM

The EGM must be conducted as per the notice, on the designated date, time and place. The EGM shall pass the special resolution concerning the conversion & also approval of altered MOA & AOA (A resolution is said to SPECIAL RESOLUTION if it is adopted by 75% of the members present and eligible to vote)

Filing of Resolution with the ROC

As per companies Act, 2013 all the resolution passed as a special resolution by the members must be filed with the ROC in Form No MGT-14, along with prescribed attachments within 30 days from its date of passing. After approval of the MGT-14, the ROC takes the resolution on its record.

The issue of Certificate of Conversion

On receipt of the application for conversion, the Registrar of Companies having jurisdiction scrutinize the application and if found complete and proper approves the form and issues a certificate of Private Limited Company into One Person Company.

Filing of Application of Conversion

After completion of steps mentioned above application for conversion is filed in Form – INC-6 with following attachments

• A declaration in the form of an affidavit by all the directors that all members and creditors of the company have given consent to conversion of company into an OPC, and that the paid-up capital of the company is less than 50 lacs and that the turnover is less than two crores
• Affidavits from the members confirming the paid-up capital being less than 50 lacs and the average turnover are less than two crores in the past three consecutive financial years.
• A certificate from a practicing Chartered Accountant to confirm that the paid-up capital of the company is less than 50 lac and that the turnover is less than two crores.
• The latest audited profit and loss account and balance sheet of the company
• No objection / Consent of all the creditors
• List of members and directors of the company
• Copy of Board Resolution and the special resolution passed at the EGM, along with its notices, agenda and explanatory statement
• Altered copy of MOA and AOA, incorporating relevant clauses necessary for OPC.