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MCA Has Brought New Rules For Conversion of One Person Company (OPC) into a Public Company or a Private Company

  • March 4, 2024
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MCA has brought   new rules for   conversion of One Person Company (OPC)  into a Public company or a Private company  at any point of  time  after its incorporation / registration .

Earlier  One Person Company (OPC)  was allowed to  convert into a Public company or a Private company  only  after the expiry of  two years from the date of incorporation or  when  the paid-up share capital exceeds rupees 50 lakhs or if its average turnovers exceed INR 2 crores.   These restrictions are removed  by   the Companies (Incorporation) Second Amendment Rules, 2021  notified on 01/02/2021.  Now,  ie  with effect  from 01/04/2020, One Person Company (OPC)  can be converted into a Public company or a Private company   ( except section 8  company)   at any point of  time  after its incorporation / registration .

The procedure to convert One Person Company (OPC)  into a Public company or a Private company  as per the new rule is as follows:

  1. Ensure that there is a minimum of    two members  for  private company /  seven members for  Public Company
  2. Ensure that there is a minimum of    two directors   for  private company /  three directors  for  Public Company
  3. Pass  special resolution to give effect to the conversion  and to alter its memorandum and articles &
  4. File an application with Registrar of Companies  ( in e-Form No.INC-6)  for its conversion into Private or Public Company along with

  (a) Altered MOA and AOA;

(b) copy of resolution;

(c) the list of proposed members and its directors along with consent;

 (d) list of creditors; and

(e) the latest audited balance sheet and profit and loss account.

 Registrar of Companies   ( RoC),  on being satisfied that the requirements have been complied with, will issue new certificate of incorporation.