The process of converting OPC into private or public/ Conversion of private into OPC has been simplified. This can be done by filing eForm INC-6 on the MCA Portal. eForm INC-6 is required to be filed pursuant to the provisions of Section 18 of the Companies Act, 2013.
Purpose of filing eForm INC-6 on MCA Portal:
In case of conversion of OPC into private or public or conversion of private into OPC, eForm INC-6 is required to be filed on MCA Portal. If paid up share capital of an One person company exceeds Rs 50 Lakhs or its average annual turnover exceeds Rs 2 crores, it shall make an application in Form INC-6 within 6 months from the effective date on which the threshold limit was exceeded.
In case any One Person Company wants to convert itself into private or public company then it can voluntarily apply through Form INC-6. A Private Company can also voluntarily apply through Form INC-6, in case it wants to be changed into OPC.
Methods for conversion of OPC into Private Limited Company:
- Mandatory Conversion
- Voluntary Conversion
Process of conversion of OPC into Private Limited Company:
Steps to be followed for the conversion of OPC into Private Limited Company:-
- Special Resolution: First step is a special resolution that needs to be passed for conversion of OPC into Private Limited Company. Special Resolution shall be passed by the shareholders of OPC in the General meeting. In the General meeting certain requirements need to be fulfilled to become a private limited company such as increasing paid up capital (if required), no. of shareholders and appointment of directors. Limit of shareholders should be at least 2 and 2 directors for converting an OPC into Private Limited Company.
- Intimating to Registrar of Companies (ROC): The one person company shall file a copy of special resolution with the concerned registrar of companies (ROC) in Form MGT-14 within 30 days of passing of special resolution.
- Application for conversion of One Person Company to Private Limited Company: As per Section 18 of Companies Act, 2013 and Rule 6 & 7(4) of the Companies (Incorporation) Rules, 2014, the company shall file an application in eForm INC-6 within 6 months of mandatory conversion and 30 days of voluntary conversion along with the fees and attachments prescribed by the authorities.
Conditions required to be fulfilled for filing eForm INC-6:
- Alteration of memorandum and articles of association of the Company.
- Application has to be made to the registrar, Registrar after satisfying with the application issue a certificate of incorporation in the same manner as its first registration.
- The registration of a company under this section shall not affect any debts, liabilities, obligations or contracts incurred or entered into.
Documents required to be filed in case of eForm INC-6:
- Altered Memorandum of Association of the Company
- Altered articles of association of the company
- Copy of the attested latest financial statements
- Copy of Board Resolution authorizing giving of notice
Documents required in case of conversion of private company into OPC:
- Certified true copy of minutes, list of creditors and list of members
- Copy of NOC of every creditors
- Consent of the nominee in form INC-3 along with all enclosures
- Copy of PAN card of the nominee and member
- Proof of identity of the nominee and member
- Residential proof of the nominee and member
Processing Type of eForm INC-6:
The eForm INC-6 will be processed by the authorities of the Registrar of Companies (ROC).
SRN & Challan Generation of eForm INC-6:
After submission of eForm INC-6, SRN will be generated and it can be used for future reference by the user. Challan will be generated depicting the details of the fees paid by the user to the ministry. It is basically the acknowledgement receipt to the user that the eForm has been successfully filed on the MCA portal.
Certificate of Incorporation after filing eForm INC-6:
In case an eForm is approved or rejected by the authorities, an acknowledgement of approval or rejection is sent to the user in the form of email to the email id of the company. If the authorities are satisfied with the documents submitted by the user, Fresh Certificate of Incorporation has been generated and sent to the user as an attachment to the email.