Adam formed a One Person Company (OPC) on 16th April, 2021 for manufacturing electric cars. The nephew of Adam was nominee, duly nominated by him. Due to an accident, Adam expired and his nephew Manu took over the charge

CS Executive · Setting up of Business Entities and Closure · PYQS · June 2022
Adam formed a One Person Company (OPC) on 16th April, 2021 for manufacturing electric cars. The nephew of Adam was nominee, duly nominated by him. Due to an accident, Adam expired and his nephew Manu took over the charge of the Company. Earlier he was working as Doctor in Private Hospital. The turnover of the OPC for the financial year ended 31st March, 2022 was about ₹ 2.25 crore. There being no other Shareholder, Manu decided to sale the business, however, a corporate advisor advised to convert it voluntary into a private limited company to induct his wife, who shall hold 51% equity and shall be whole time managerial person. Can it be done? Examine the legal provisions of the Companies Act, 2013.

Answer & Explanation:

The procedure of conversion of a One Person Company (OPC) into Private Limited Company as per Section 18 of the Companies Act, 2013 (the Act) and Rule 6 of Companies (Incorporation) Rules of 2014 is given as follow: The One Person company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto. A One Person company may be converted into a Private or Public Company, other than a company registered under section 8 of the Act, after increasing the minimum number of members and directors to two or seven members and two or three directors, as the case may be, and maintaining the minimum paid-up capital as per the requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion. The company shall file an application in e-Form No.INC-6 for its conversion into Private or Public Company, other than under section 8 of the Act, along with fees as provided in the Companies (Registration offices and fees) Rules, 2014 by attaching documents, namely:- Altered Memorandum of Association (MOA) and Articles of Association (AOA); copy of resolution; the list of proposed members and its directors along with consent; list of creditors; and the latest audited balance sheet and profit and loss account. On being satisfied that the requirements stated herein have been complied with, the Registrar shall approve the form and issue the Certificate. Hence, by complying with above mentioned provisions, OPC can be converted into Private Limited Company.

Topics: Companies Act, 2013

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