Private Limited to One Person Company

  • Compliance
  • Conversion & ESOP

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PRIVATE LIMITED TO ONE PERSON COMPANY

  • A need to convert regular private limited companies arises when there is only a single person left to run operations of the company and capital or turnover reduced to threshold limit, which makes it unnecessary to keep the status of Private Limited Company.
  • Conversion of the company from private limited to One Person Company takes place from the date of receipt of the approval from Registrar of Companies through the change of name becomes effective on the issue of fresh Certificate. A One Person Company can be easily operated with a lesser amount of compliances, conversion of the Sole Proprietorship or Private Limited Company to One Person Company would be beneficial someone wants to carry on small business in a corporate format.
  • It is important to note that a private limited company can be converted into One Person Company only if the Paid Up Share Capital or Turn Over of the company is less than or equal to Rs. 50 Lacs and less than Rs. 2 Crore respectively and the number of members must be reduced to 1.
  • After conversion, all the privileges given to a One Person Company are taken away and on becoming Private Limited Company it must comply with all the legal requirements and provisions as may apply to a regular Private Limited Company.

    • Advantages of One Person Company

    Board Meetings

    A One Person Company needs to hold only 2 board meetings in a year with a minimum gap of 90 days between two meetings.

    Annual Return

    An Annual Return of the OPC can be signed by only one Director. If the company has a Company Secretary then the signature of that Company Secretary alone is sufficient.

    Financial Statement

    In the case of OPC, the signature of only one Director on the Financial Statement is adequate.

    Cash Flow Statement

    An OPC need not include Cash Flow Statement in its Financial Statement.

    Annual General Meeting

    A One Person Company needs not to hold the Annual General Meeting. This privilege is available only to this type of company.

    Rotation of Auditor

    Provisions under Companies Act 2013 regarding the rotation of auditors does not apply to One Person Company.

    Procedure of One Person Company

    Board Meetings

    Convene board meeting discuss following matters.

  • To get Directors approval for Conversion of Company .
  • Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of members by way of Special Resolution, for Conversion Company and to alter Memorandum and Articles of Association of the company.
  • To approve notice of EGM along with Explanatory Statement to be attached to the notice of General Meeting.
  • To authorize the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM).
  • To approve the new draft set of Memorandum of Association and Articles of Association complying the requirements of One Person Company, if any.
  • Prepare minutes of such Board Meeting.
    • ROC FILING

    File necessary e-Forms along with attachments with Registrar of Companies.

  • Form MGT-14 for filling special resolution with following attachments.
    1. Altered Articles of Association
    2. Altered Memorandum of Association
    3. Notice of General Meeting along with explanatory statement
    4. Copy of Special Resolution
  • Form INC-6 for applying Central Government for Conversion of Company with following attachments.
    1. Notice of General Meeting
    2. Altered Memorandum of Association
    3. Altered Articles of Association
    4. List of Creditors and Members
    5. Latest audited Balance Sheet and P & L Account
    6. Copy of Special Resolution
    7. NOC of Members and Creditors
    8. The Directors of the company must declare by giving an affidavit duly confirming that all the members and creditors of the company gave their consent for conversion, the paid up share capital company is Rs. 50 lakhs or less or annual turnover is less than Rs. 2 Crores
    New Certificate

    On approval of Form MGT-14 and Form INC-6 ROC issues new Certificate of Incorporation containing new name.

    NOTICE

    Issue Notice of the Extra-ordinary General meeting (EOGM) to all Members, Directors, the Auditors and to all other persons entitled to such notice.

    GENERAL MEETING

    Convene Extra-Ordinary General Meeting of the members of the Company at place & time mentioned in Notice to transact following businesses.

  • Conversion of Private Limited Company into One Person Company.
  • Alterations of the Memorandum of Association of the Company.
  • Alterations in Articles of Association of the Company.

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