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EGM Resolution for Conversion of OPC into Private Limited Company
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION
Passed at the Extraordinary General Meeting (EGM) of the Members of the Company
________________
CIN: ________________
Registered Office: ________________
Email: ________________
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION
Passed at the Extraordinary General Meeting (EGM) of the Members of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company at ________________
SUBJECT: CONVERSION OF ONE PERSON COMPANY INTO PRIVATE LIMITED COMPANY
"RESOLVED THAT pursuant to the provisions of Section 18 read with Section 13 and Section 14 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and the Companies (Incorporation) Rules, 2014, and subject to the approval of the Registrar of Companies or any other authority as may be necessary, the consent of the Member(s) be and is hereby accorded for the conversion of the Company from a One Person Company (OPC) into a Private Limited Company.
RESOLVED FURTHER THAT consequent upon the conversion of the Company into a Private Limited Company, Clause I (Name Clause) of the Memorandum of Association of the Company be and is hereby altered by substituting the existing clause with the following new clause:
Existing Name: "________________________ (OPC) Private Limited"
To be substituted with:
New Name: "________________________ Private Limited"
or such other name as may be approved by the Registrar of Companies.
RESOLVED FURTHER THAT consequent upon the conversion of the Company into a Private Limited Company, the Articles of Association of the Company be and are hereby altered in the manner following:
- The name of the Company wherever appearing in the Articles of Association be changed from the existing name to the new name as approved;
- All clauses specific to One Person Company be suitably amended or deleted as required for a Private Limited Company;
- All other consequential amendments necessary for the conversion be made in accordance with the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to:
- Make necessary application in Form INC-6 for obtaining approval for the conversion from the Registrar of Companies;
- File amended Memorandum of Association and Articles of Association with the ROC;
- Appoint additional director(s) and allot shares to new member(s) as required for a Private Limited Company;
- Obtain fresh Certificate of Incorporation reflecting the conversion;
- Update the company details with all statutory authorities, banks, and other stakeholders;
- Do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution."
For ________________
Signature: _________________________
Name:
Designation:
DIN:
Place:
Date:
EGM Resolution for Conversion of OPC into Private Limited Company
Professional Format Guide for Indian Companies
Introduction
An EGM Resolution for Conversion of OPC into Private Limited Company is a formal corporate document that records the member’s approval for converting a One Person Company (OPC) into a Private Limited Company. Under Section 18 of the Companies Act, 2013 read with Sections 13 and 14 and the Companies (Incorporation) Rules, 2014, an OPC may voluntarily convert itself into a Private Limited Company by passing a special resolution and filing the prescribed forms with the Registrar of Companies.
Conversion becomes mandatory when the OPC exceeds the prescribed paid-up share capital threshold (currently Rs. 50 lakhs) or average annual turnover threshold (currently Rs. 2 crores) during the immediately preceding three consecutive financial years. The EGM resolution authorises the conversion, approves amendments to the Memorandum of Association and Articles of Association, and empowers the Board to file Form INC-6 with the ROC. After conversion, the company must have a minimum of two directors and two shareholders.
Benefits of Using a Standard Format
Using a professionally drafted EGM resolution format ensures that all statutory requirements under the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 are properly complied with. A ready-to-use template saves time during the conversion process and reduces the risk of procedural or compliance-related errors.
Standardised formats also ensure consistency in documentation and facilitate smoother ROC filings and approval processes.
Relevance to Business Transition
Conversion from an OPC to a Private Limited Company represents a significant business transition that alters the company’s legal structure and governance framework. Businesses may choose to convert upon growth or when they intend to induct additional shareholders and directors.
Post conversion, the company must update statutory registrations including GST, bank accounts, and other regulatory records to reflect the new company name and structure. Filing of Form INC-6 with the ROC is mandatory for completing the conversion process.
EGM Resolution for Conversion of OPC into Private Limited Company – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
Email: _______________________________
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION
Passed at the Extraordinary General Meeting (EGM) of the Members of the Company held on __.__.______ at ______ (Hours) at the Registered Office of the Company situated at ________________________
SUBJECT: Conversion of One Person Company into Private Limited Company
RESOLVED THAT pursuant to the provisions of Section 18 read with Sections 13 and 14 and other applicable provisions of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, and subject to the approval of the Registrar of Companies or any other authority, the consent of the Member(s) be and is hereby accorded for the conversion of the Company from a One Person Company (OPC) into a Private Limited Company.
RESOLVED FURTHER THAT consequent upon the conversion, Clause I (Name Clause) of the Memorandum of Association be and is hereby altered by substituting the existing name with the following:
Existing Name: "________________________ (OPC) Private Limited"
New Name: "________________________ Private Limited" or such other
name as may be approved by the Registrar of Companies.
RESOLVED FURTHER THAT the Articles of Association of the Company be and are hereby altered to remove clauses specific to One Person Company and to incorporate provisions applicable to a Private Limited Company in accordance with the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to file Form INC-6, submit amended Memorandum and Articles of Association, appoint additional directors, allot shares to new members, obtain a fresh Certificate of Incorporation, update statutory records, and do all acts and deeds necessary to give effect to this resolution.
CERTIFIED TRUE COPY
For _______________________________ (Company Name)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Frequently Asked Questions
1. Is the EGM resolution format different for different companies?
No. The format remains largely the same for all companies. Only company-specific details such as name, CIN, registered office, and proposed name will vary.
2. Is using company letterhead mandatory?
While not legally mandatory, preparing the resolution on company letterhead is recommended as standard corporate practice and is generally expected for ROC filings.
3. Who is the authorised signatory in an OPC?
In an OPC, the sole director who is also the sole member acts as the authorised signatory for the EGM resolution.
4. Is the signature of all directors mandatory?
No. The certified true copy of the resolution may be signed by the sole director or any authorised director.
5. Is professional certification required?
Professional certification is not mandatory for the resolution itself. However, Form INC-6 filing may require certification by a practising professional as per ROC requirements.