J and K are brothers and running the traditional business for production of snacks and namkin items under brand of "Rajaram". The business organization is in form of Private Limited Company and both hold equal shareholdi

CS Executive · Setting Up of Business, Industrial and Labour Laws · PYQS · June 2024
J and K are brothers and running the traditional business for production of snacks and namkin items under brand of "Rajaram". The business organization is in form of Private Limited Company and both hold equal shareholding (50: 50). Due to sudden death of J, there is need to convert the private company into (One Person Company) OPC, as there being no successor of J. What types of forms along with attachments are required to be filed with Registrar of Companies, Ministry of Corporate Affairs for conversion of Private Company into OPC.

Answer & Explanation:

In order to convert Private Company into (One Person Company) OPC after calling the Board Meeting, Meeting of Shareholders/Members and passing of the necessary resolution, following forms are required to be filed: - Filing of e-form MGT-14: In case of conversion of Company into One Person Company Special resolution is required to be passed under section 14 of the Companies Act, 2013. Accordingly, as per section 117(3) (a), a copy of special resolution is required to be filed with concerned ROC through filing of E-form MGT-14 within 30 days of passing special resolution in the general meeting. Following documents are required to be attached with e-form MGT-14: Notice of general meeting along with copy of explanatory statement under section 102; Certified true copy of special resolution; Altered memorandum of association; Altered articles of association; Certified true copy of board resolution may be attached as an optional attachment. Filing of e-form INC-6: The company shall file an application in e-Form No.INC-6 for its conversion into One Person Company alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely: - altered e-MOA and e-AOQA; copy of NOC of every creditor with the application for conversion; affidavit of directors confirming that all the members of the company have given their consent for conversion. Affidavit Certified true copy of minutes, list of creditors and list of members. Copy of NOC of every creditor Consent of the nominee in Form No. INC-3 along with all enclosures Copy of PAN card of the nominee and member. Proof of identity of the nominee and member. Residential proof of the nominee and member. Any other information can be provided as an optional attachment(s). Issuance of New Certificate of Incorporation: On approval of Form MGT-14 and Form INC-6, the Registrar will issue a fresh Certificate of Incorporation with the Changed name to the applicant company or the Conversion of Company into OPC.

Topics: Company Law

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