Procedure for conversion:

The Procedure for conversion of the Private Limited Company into OPC has been provided in the Section 18 of the Companies Act,2013. The Procedure is provided as under :

Firstly the company needs to hold a Board meeting, according to the provisions of the section 173(3) of the Companies Act. Before this meeting being held No Objection Certificate need to be furnished to existing members and the sundry creditors of the company. The approval of the same needs to be taken. In this meeting the board directors needs to approve the conversion process and the shareholder has to decide the place, time and date for the Extraordinary Meeting to be held.Notice for EGM needs to be given to the All the directors, whether managing or other, members of the company and the current auditors of the company under section 101 of the Companies Act, 2013. This notice needs to be given 21 days before the date of actual EGM. All the provisions of the Companies Act,2013 needs to be satisfied for the effective conversion of the same.Now the General meeting is to be convened and the all the provision needs to be checked for convening the same, such as the quorum is present is to be checked, special resolution under section 114(2) is to be passed by the shareholders, approval for the alteration in the MOA is being approved or not.Now the procedure has come to file the forms prescribed by the ROC. The forms prescribed are as follows:

(a) Form MGT-14 – This form has to be submitted with the copy of the special resolution is required to be given within 30 days from the date of special resolution being passed. The documents such as Notice of EGM, True copy of Special Resolution, Altered AOA, Altered MOA. (b) Form INC-6 – In this form, application for the conversion is to be given to the ROC. The documents such as latest balance sheet and profit and loss account, no objection letter from creditors, list of members and the creditors.

The list of the members and the creditors discussed above is not to be given in individually, they are to be confirmed by the directors and the affidavit for the same is to be provided. Now the procedure has been completed, now this form and the documents have to be uploaded on the ROC site. Now if the Registrar of Companies find all the forms valid then the ROC will issue a fresh certificate will be issued by them consisting of the new name of the ROC.

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