OPC to Private Limited: The Sequence
The conversion of an OPC into a private limited company requires: a board meeting to approve the conversion and the alteration of the memorandum and articles; induction of the required number of directors and shareholders; a special resolution of the member; filing of MGT-14 for the special resolution; and filing of INC-6 for the conversion. The sequence is not interchangeable: the special resolution must precede the INC-6 filing, and the director induction must be completed before the company ceases to be an OPC.
The MOA and AOA Alteration
The conversion requires the memorandum and articles to be amended to remove the OPC-specific clauses and to adopt the private company framework. The special resolution must authorise the alteration, and the altered documents must be filed with the ROC. An INC-6 filed without the altered MOA and AOA is incomplete.
Private Limited to OPC
The reverse conversion requires the private company to pass a special resolution, obtain the consent of all members and creditors, and file MGT-14 and INC-6. The company must have only one member and one director after conversion, and the nominee requirements for an OPC must be satisfied.
The Timing and Form
The conversion generally takes fifteen to thirty days, subject to ROC processing. The INC-6 is the central filing; MGT-14 and DIR-12 are supporting filings. A company that files INC-6 without the supporting MGT-14 has a filing that may be marked defective.
Documentation
The file should contain: the board resolution; the special resolution; the altered MOA and AOA; the MGT-14 and INC-6 filings; the DIR-12 for director changes; the consent of members and creditors; and the updated register of members. A conversion file that contains only the INC-6 acknowledgement is incomplete.
Call to Action: For OPC conversion sequencing, INC-6 filing support, or MOA/AOA alteration, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.