Due to a co-founder or promoter leaving a private limited company, there might arise a requirement for converting a private limited company into a one person company (OPC). In this article, we look at the procedure for converting a private limited company into OPC in detail.

Conduct Board Meeting

To being the process of converting a private limited company into a OPC, a board meeting must be conducted to get in-principal approval of the Directors and fix date, time and place for conducting extra-ordinary general meeting (EGM) to obtain the approval of the shareholders of the private limited company by means of a special resolution.

Hence, at the board meeting, a support notice of EGM along with agenda and explanatory statement should be annexed to the notice of general meeting according to the Companies Act, 2013. Further, a Director or Company Secretary should issue notice of the extra-ordinary general meeting (EGM) as permitted by the board. The notice of the extra-ordinary general meeting (EGM) should be issued to all members, Directors and the auditors of the company.

Extra-Ordinary General Meeting

As called for in the notice, the Extra-ordinary General meeting (EGM) must be conducted on due date and the special resolution for conversion of private limited company into One Person Company (OPC) must be passed.   

File MGT-14

File for Conversion

To complete the conversion, form INC-6 must be filed for the conversion to One Person Company with the following documents:

• Directors declaration by way of affidavit duly sworn in confirmation that all members and creditors of the company have given their permission for conversion.
• Declaration that the paid up share capital company is fifty lakhs rupees or less and/or average annual turnover is lesser than two crores rupees. 
• List of members
• List of creditors
• Most recent Audited Balance Sheet and the Profit and Loss Account

Copy of no objection letter of secured creditors.