Private to One Person Company

As of my last knowledge update in January 2022, the conversion from a private limited company to a One Person Company (OPC) is subject to the provisions of the Companies Act, 2013, and the rules framed thereunder. Please note that regulations and procedures may have changed, and it's advisable to consult with a legal professional or a company secretary for the most up-to-date information. Below is a general guide on the process.

Board Resolution: Convene a board meeting of the private limited company and pass a resolution approving the conversion to a One Person Company (OPC). The resolution should cover key aspects such as the conversion, the adoption of new articles of association, and the appointment of the sole member.

Alteration of Articles of Association (AoA) and Memorandum of Association (MoA): Amend the Articles of Association and Memorandum of Association to reflect the change in status from a private limited company to a One Person Company.

Consent of Shareholder: Obtain the consent of the sole shareholder for the conversion to a One Person Company. This may involve obtaining written consent through a shareholder resolution.

Filing with Regulatory Authorities: File the necessary documents, including the altered AoA and MoA, with the Registrar of Companies (RoC). This may involve filing Form INC-6 for conversion along with other required forms.

Approval from Regulatory Authorities: Obtain necessary approvals from regulatory authorities, including the RoC. The RoC will verify the documents and issue a Certificate of Incorporation for the One Person Company.

Cancellation of PAN and TAN: Cancel the existing PAN (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number) of the private limited company. Apply for new PAN and TAN for the One Person Company.

Bank Account: Open a new bank account in the name of the One Person Company and update financial records accordingly.

Update Registrations: Update registrations with tax authorities, including GST, and inform them about the change in business structure.

PAN and TAN Application: Apply for a new PAN and TAN for the One Person Company.