🔷 OPC TO PRIVATE LIMITED COMPANY CONVERSION

(Section 18 & Section 122 of Companies Act, 2013 read with Rule 6 of Companies (Incorporation) Rules, 2014)

🔹 TYPES OF OPC CONVERSION

✅ VOLUNTARY CONVERSION

Allowed any time (restriction of 2 years removed)

Member decides to convert

✅ MANDATORY CONVERSION

Paid-up share capital exceeds ₹50 lakh OR

Average annual turnover exceeds ₹2 crore

🔹 ELIGIBILITY CONDITIONS

✔ OPC must have minimum 2 members & 2 directors after conversion

✔ Sole member must pass resolution

✔ Nominee becomes shareholder (or new member added)

✔ MOA & AOA must be altered

✔ OPC name to be changed (remove “OPC”)

🧭 STEP-BY-STEP PROCEDURE (PRACTICAL)

🔹 STEP 1: INCREASE MEMBERS & DIRECTORS (IF REQUIRED)

Appoint one additional director

Issue shares to second shareholder

Update:

MGT-7A (if required)

DIR-12 (director appointment)

🔹 STEP 2: BOARD RESOLUTION (OPC)

📄 BOARD RESOLUTION – APPROVAL FOR CONVERSION

Writing

“RESOLVED THAT pursuant to Section 18 and other applicable provisions of the Companies Act, 2013, approval be and is hereby accorded for conversion of the Company from One Person Company into a Private Limited Company.

RESOLVED FURTHER THAT the name of the Company be changed from __________________ (OPC) Private Limited to __________________ Private Limited.

RESOLVED FURTHER THAT the draft MOA and AOA as placed before the Board be approved.

RESOLVED FURTHER THAT Mr. __________, Director be authorized to issue notice, file forms and do all acts necessary for conversion.”

🔹 STEP 3: NOTICE TO MEMBER (SECTION 122)

(OPC does not require AGM / EGM, resolution is entered in minutes book)

📄 NOTICE FOR PASSING SPECIAL RESOLUTION

Writing

NOTICE

Notice is hereby given that the sole member of the Company shall consider and approve conversion of the Company from One Person Company into a Private Limited Company and alteration of MOA & AOA.

🔹 STEP 4: SPECIAL RESOLUTION BY MEMBER

📄 SPECIAL RESOLUTION – OPC TO PRIVATE

Writing

SPECIAL RESOLUTION

“RESOLVED THAT pursuant to Section 18, Section 122 and other applicable provisions of the Companies Act, 2013, consent of the member be and is hereby accorded for conversion of the Company from One Person Company into a Private Limited Company.

RESOLVED FURTHER THAT the name of the Company be changed accordingly and the words ‘OPC’ be deleted.

RESOLVED FURTHER THAT the Memorandum and Articles of Association be altered as per applicable provisions.”

Certified True Copy

Director

🔹 STEP 5: MINUTES OF MEMBER DECISION (OPC)

Writing

MINUTES OF DECISION OF SOLE MEMBER

The sole member approved conversion of the Company from OPC to Private Limited Company and alteration of MOA and AOA.

The resolution was recorded in the minutes book as per Section 122(3) of the Companies Act, 2013.

Director

🔹 STEP 6: ALTERATION OF MOA

📄 NAME CLAUSE – MOA

Writing

The name of the Company is __________________ Private Limited.

📄 CAPITAL CLAUSE – MOA

Writing

The Authorized Share Capital of the Company is ₹________ divided into ______ equity shares of ₹10 each.

📄 CONVERSION CLAUSE – MOA

Writing

The Company was originally incorporated as a One Person Company and has been converted into a Private Limited Company pursuant to Section 18 of the Companies Act, 2013.

🔹 STEP 7: ALTERATION OF AOA (IMPORTANT)

📄 PRIVATE COMPANY RESTRICTION CLAUSE

Writing

The Company is a Private Limited Company and:

Restricts the right to transfer its shares

Limits the number of members to 200

Prohibits invitation to public for subscription

🔹 STEP 8: FILE FORMS WITH ROC

📌 FORMS TO BE FILED

Form

Purpose

Time Limit

MGT-14

Special Resolution

30 days

INC-6

OPC to Private Conversion

30 days

INC-24

Name Change (if applicable)

Along with INC-6

DIR-12

Director appointment

30 days

📎 Attachments:

Altered MOA & AOA

Board & Member Resolutions

List of members & directors

Consent of shareholders

🔹 STEP 9: ROC APPROVAL & NEW COI

ROC issues Fresh Certificate of Incorporation

Company becomes Private Limited

📌 POST-CONVERSION COMPLIANCES

✔ Update PAN & TAN

✔ Update GST registration

✔ Update Bank account

✔ Update letterheads & invoices

✔ Intimate vendors & authorities

💰 TAX & GST ADVISORY

✔ No capital gains tax

✔ No transfer of assets involved

✔ GST registration amendment only

✔ Depreciation continues

⚠️ COMMON ROC ERRORS (AVOID THESE)

❌ OPC name not removed properly

❌ Less than 2 members after conversion

❌ MGT-14 not filed

❌ AOA not aligned to Private Company

❌ Capital mismatch

📂 PROFESSIONAL PRACTICE TIPS (CA LEVEL)

🔹 Add second shareholder before filing INC-6

🔹 Use Table F AOA

🔹 Avoid excessive object clauses

🔹 Maintain clean PDF attachments

📘 OPC → PRIVATE LIMITED COMPANY

COMPLETE DOCUMENT & ADVISORY PACKAGE

🔹 1️⃣ BOARD MEETING NOTICE (OPC)

Writing

NOTICE OF BOARD MEETING

Notice is hereby given that a meeting of the Board of Directors of __________________ (OPC) Private Limited will be held on __________ at __________ to consider conversion of the Company into a Private Limited Company and alteration of MOA & AOA.

Director

🔹 2️⃣ BOARD RESOLUTION – APPROVAL FOR CONVERSION

Writing

RESOLUTION PASSED AT THE BOARD MEETING

RESOLVED THAT pursuant to Section 18 and other applicable provisions of the Companies Act, 2013, approval be and is hereby accorded for conversion of the Company from One Person Company into a Private Limited Company.

RESOLVED FURTHER THAT the name of the Company be changed from __________________ (OPC) Private Limited to __________________ Private Limited.

RESOLVED FURTHER THAT the draft Memorandum and Articles of Association as placed before the Board be approved.

RESOLVED FURTHER THAT Mr. __________________, Director, be authorized to file INC-6, MGT-14, INC-24 and other required forms with ROC and to do all acts necessary to give effect to this resolution.

🔹 3️⃣ MEMBER DECISION (SECTION 122 – OPC)

(No EGM required)

Writing

DECISION OF SOLE MEMBER

The sole member of the Company has approved conversion of the Company from One Person Company into a Private Limited Company and alteration of the Memorandum and Articles of Association.

This decision is recorded pursuant to Section 122(3) of the Companies Act, 2013.

Member & Director

🔹 4️⃣ SPECIAL RESOLUTION – OPC TO PRIVATE

Writing

SPECIAL RESOLUTION

RESOLVED THAT pursuant to Section 18, Section 122 and other applicable provisions of the Companies Act, 2013, the consent of the member be and is hereby accorded for conversion of the Company from One Person Company into a Private Limited Company.

RESOLVED FURTHER THAT the words “OPC” be deleted from the name of the Company.

RESOLVED FURTHER THAT the Memorandum and Articles of Association be altered accordingly.

Certified True Copy

Director

🔹 5️⃣ MINUTES RECORD (OPC)

Writing

MINUTES BOOK ENTRY

The sole member has approved conversion of the Company from OPC to Private Limited Company and alteration of MOA & AOA.

Entered in minutes book on __________.

Director

📕 DETAILED MOA – OPC TO PRIVATE

🔹 NAME CLAUSE

Writing

The name of the Company is __________________ Private Limited.

🔹 OBJECT CLAUSE (SAMPLE – GENERAL BUSINESS)

Writing

To carry on the business of trading, importing, exporting, buying, selling, distributing, marketing of all kinds of goods, commodities, machinery, equipment, electronics items, consumer products and allied activities, whether manufactured by the Company or others, in India or abroad.

🔹 CAPITAL CLAUSE

Writing

The Authorized Share Capital of the Company is ₹________ divided into ______ equity shares of ₹10 each.

🔹 CONVERSION CLAUSE

Writing

The Company was originally incorporated as a One Person Company and has been converted into a Private Limited Company pursuant to Section 18 of the Companies Act, 2013.

📘 DETAILED AOA – PRIVATE LIMITED

🔹 PRIVATE COMPANY RESTRICTIONS

Writing

The Company is a Private Limited Company and:

(a) Restricts the right to transfer its shares

(b) Limits the number of its members to 200

(c) Prohibits any invitation to the public to subscribe for shares

🔹 SHARE ISSUE CLAUSE

Writing

Shares shall be issued to existing and new shareholders as approved by the Board subject to the Companies Act, 2013.

🔹 BOARD POWERS CLAUSE

Writing

The Board of Directors shall exercise all powers of the Company as permitted under the Companies Act, 2013.

🧾 FORMS & FILING GUIDE (VERY IMPORTANT)

📌 FORM INC-6

Purpose: OPC → Private conversion

Attachments:

Altered MOA & AOA

Board Resolution

Member Resolution

List of members & directors

📌 FORM MGT-14

Purpose: Filing Special Resolution

Attachment:

Certified Special Resolution

Altered MOA & AOA

📌 FORM DIR-12 (If director added)

Consent (DIR-2)

Declaration (DIR-8)

📌 INC-24 (If name change separately required)

📊 POST-CONVERSION COMPLIANCE CHECKLIST

✔ Issue share certificates

✔ Update PAN & TAN

✔ GST amendment (REG-14)

✔ Bank account update

✔ Update invoices, letterheads

✔ Inform vendors & authorities

💰 TAX & GST ADVISORY (CLIENT READY)

✔ No capital gains tax

✔ No transfer of assets

✔ GST credit continues

✔ Depreciation unaffected

⚠️ COMMON ROC REJECTION & FIX

Issue

Fix

OPC name not removed

File INC-24 properly

Less than 2 members

Add shareholder first

AOA not private

Insert restriction clause

MGT-14 missing

File within 30 days