company registration

Conversion of One Person Company into a Private or Public Company Voluntarily

One Person Company Registration Conversion into a Private or Public Company Voluntarily

No OPC can convert into any kind of companies voluntarily. In certain situations, we can convert it into a different form of mode. The conditions include OPC should possess more than 2 years of the expiry date, the paid-up share capital is higher than 50 lakhs, and the annual turnover exceeds 2 crores. Probably, The OPC must include only one director, if the OPC wants to convert it into Private limited then we have to add one more director to fulfill the minimum requirements. In the case of the public limited company, there should contain at least 3 directors for making the conversion.

Basically, The company must have one more member in case of Private LTD and six more in case of Public company to full fill the minimum requirements of two or seven members approximately.

Procedures for the One person Company registration conversion

The procedures are discussed below,

1)        Board Meeting: If the board contains more than one director then they hold a meeting. In the meeting, they consider and approve the conversion process into the public as well as private. Here they approve the transfer of shares to increase the number of members to a minimum of two or seven. As well as, They consider and approve the vital number of more directors. In the board meeting, they validate and correct the MOA and AOA of the company. To pass the special resolution they fix the day, time and venue of the next meeting. Conversely, The copy of the draft notice of the general meeting with an explanatory statement is needed to pass the special resolution. Here in the board meeting to increase the number of members, the company registration can allow fresh shares.

2)        Documents and Form Filing:

Here they file the return of appointment of additional directors with ROC within 30 days of the incorporation. Hence, The company registration form must be in Form DIR-12 along with certain documents and fees to make necessary entry level actions in the register of directors and key managerial personnel and their shareholders. Particularly, The Form MBP-4 must contain the register of contracts and arrangements in which the directors are interested.

3)        Register of members: The register of members should contain the necessary entries and should be in Form MGT-1 within 7 days of the Board Meeting. This is to extend the minimum number of shares into a higher end as approved. Similarly, The date of board resolution authorizing the transfer shall also be mentioned in the register of members.

4)        General Meeting regarding Company Registration Conversion

The board conducts a general meeting and introduces the special resolution to the below sectors: To convert OPC into public or Private limited, to alter and prefer the altered MOA and AOA of the company, To standardize the additional directors if any.

5)        Filing of documents and Forms: The particulars of appointment of directors should be filed within 30 days of the general meeting with ROC. Comparatively, the form must be in Form DIR-12 along with documents and fees.

6)        Certificate from ROC: The ROC may issue the certificate of to the company.

7)        Post Compliance: Every copy of AOA and MOA must contain the alteration made in the memorandum and article.

Company Registration Conversion (Private/ Public)from OPC | Corpstore

Documents Required:

1)        For the return of appointment of additional directors

•          Return approval in Form DIR-2,

•          A true copy of Board Resolution

Details of other entities interest

2)        For the return of appointment of directors at the general meeting

Ordinary resolution’s certified true copy.

3)        Company Registration on special resolution with ROC

•          Additionally, the special resolution with a certified true copy along with the explanatory statement.

•          Altered MOA

•          Altered AOA

4)        Application for conversion to ROC

•          Altered MOA

•          Altered AOA

•          Copy of the attested financial statement.

•          Copy of board resolution

Company Registration Conversion (Private/ Public)from OPC | Corpstore

Draft Resolution

The board meeting and the board resolution is capable to convert and approve the conversion of OPC into public or private.

Despite, Check the application to the provision of section 18 and 122 and other provisions in any of the companies act, 2013 cooperate with the rules made to the subject of members of the company and registrar according to the below rules.

Conversion of the one person company into a Public /Private limited company in the below format, company changed from ________to _________.

Whereas, The memorandum of association of the company may get changed under the below concepts

The name of the Company is _____.

The directory board meeting previously conducted some sets of articles and is approved at the time of the meeting.

Notably, Resolved further that a strange General meeting of the company was held as per the draft notice placed before meeting duly preliminary by the Chairperson for identification at ___on _______ day of __ at_____.

Resolved further that Mr. / Ms. ______of the company who are entitled to the same and authorized to issue the said notice to the members.

Resolved again that Mr. /Ms. ___ of the company is authorized to file the documents in consist of certain acts, performance for the purpose of giving effect to this resolution.

Company Registration Conversion (Private/ Public)from OPC | Corpstore


This article mainly focused on the conversion process regarding OPC, private limited company, and public company. Markedly, The Person, who decides for the conversion of One Person Company to Private Limited Company, as well as public, has to be more patient while doing the submission works because mistakes in compliances can lead to penalties in the later stage. So, be careful while in process of AOA and MOA submission works. After the conversion made you will get more advantages and profits from there. I believe that this article is really helpful for you to gather information and understood how much it is important to convert One Person Company into Private Limited Company. In case of any further queries related to the conversion of OPC or any registration, feel free to contact us. We Corpstore located in Coimbatore is always there for your help.

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