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Board Resolution for Conversion of OPC
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________ (OPC)
CIN: ________________
Date of Meeting: __________ at __________ Hours at the Registered Office of the Company.
SUBJECT: Conversion of One Person Company into Private Limited Company
RESOLVED THAT pursuant to the provisions of Section 18 and other applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, the consent of the Board be and is hereby accorded to convert the Company from a One Person Company (OPC) into a Private Limited Company.
RESOLVED FURTHER THAT the Memorandum of Association and Articles of Association of the Company be amended to reflect the conversion.
Signature
Board Resolution for Conversion of One Person Company (OPC) into Private Limited Company
Corporate Restructuring Documentation for Indian Companies
Introduction
A Board Resolution for Conversion of One Person Company (OPC) into Private Limited Company is a formal corporate document that records the Director's consent to convert the existing OPC structure into a Private Limited Company. Under the Companies Act, 2013, an OPC may voluntarily convert itself into a Private Limited Company or may be mandatorily required to convert upon exceeding prescribed thresholds of paid-up capital or average annual turnover. The conversion process requires board approval and subsequent shareholder consent.
This resolution formally records the decision to convert and authorises the director(s) to file necessary applications and e-Forms with the Registrar of Companies. The conversion involves amendment of the Memorandum of Association and Articles of Association to reflect the new company structure, including changes to the minimum number of members and directors. Once converted, the Private Limited Company must maintain at least two directors and two shareholders as per statutory requirements.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are properly addressed. A ready-to-use template saves valuable time during the conversion process, reduces the risk of procedural errors, and provides a consistent framework for documenting the Board's decision.
Standardised formats help ensure compliance with ROC filing requirements and facilitate smoother processing of conversion applications.
Relevance to Company Registration
The conversion of an OPC into a Private Limited Company is a significant corporate restructuring. Following the initial Company Registration as an OPC, businesses may outgrow the single-member structure or wish to bring in additional investors and partners. The conversion process requires filing specific forms with the ROC, amending constitutional documents, and complying with applicable provisions.
Post-conversion, the company must update its GST Registration and other statutory registrations to reflect the change in company type.
Board Resolution for Conversion of OPC into Private Limited Company – Sample Format
Company Name: __________________________________________ (OPC)
CIN: _______________________________________
Registered Office: _______________________________________
Email: _______________________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: CONVERSION OF ONE PERSON COMPANY INTO PRIVATE LIMITED COMPANY
"RESOLVED THAT pursuant to the provisions of Section 18 and other applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (as amended from time to time), and subject to the approval of the Registrar of Companies and the shareholders of the Company, the consent of the Board of Directors be and is hereby accorded to convert the Company from a One Person Company (OPC) into a Private Limited Company.
RESOLVED FURTHER THAT the Memorandum of Association and Articles of Association of the Company be amended to reflect the conversion from One Person Company to Private Limited Company, including all necessary changes to comply with the requirements applicable to a Private Limited Company under the Companies Act, 2013.
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised and empowered to:
- File Form INC-6 (Application for Conversion of OPC into Private/Public Company) and all other necessary e-Forms with the Registrar of Companies;
- Obtain necessary approvals from the Registrar of Companies and other statutory authorities;
- Execute and submit amended Memorandum of Association and Articles of Association;
- Make necessary applications for change of name (if required) and other consequential changes;
- Do all such acts, deeds, matters, and things as may be necessary, proper, or expedient for giving effect to this resolution and to complete the conversion process."
CERTIFIED TRUE COPY
For ________________________________________
(Name of the Company)
Signature: __________________________
Name: __________________________
Designation: __________________________
DIN: __________________________
Date: __________________________
Place: __________________________
Frequently Asked Questions
1. Is the board resolution format for conversion of OPC into Private Limited Company different for different companies?
No, the basic structure and legal content of the board resolution remains the same for all OPCs seeking conversion. However, company-specific details such as company name, CIN, registered office address, date of meeting, and names of directors will differ. The resolution must reference Section 18 of the Companies Act, 2013 and authorise filing of Form INC-6 with the ROC.
2. Is the format for conversion of OPC into Private Limited Company to be on company letterhead?
While there is no strict legal requirement mandating the use of company letterhead, it is standard corporate practice to present board resolutions on official letterhead. Using letterhead adds authenticity to the document and facilitates easy identification by the Registrar of Companies, banks, and other stakeholders. It creates a professional appearance and aids in document verification.
3. Who can be considered as an authorized signatory for the board resolution for conversion of OPC into Private Limited Company?
In an OPC, the sole director is typically the authorised signatory for the board resolution. The resolution authorises this director (or directors, if additional directors have been appointed) to file Form INC-6 and other necessary forms with the ROC, execute amended constitutional documents, and complete all procedural requirements for the conversion process.
4. Is the signature of all directors mandatory on Board resolution format for conversion of OPC into Private Limited Company?
An OPC typically has only one director (though it may have more). The resolution is passed by the director(s) present at a duly convened meeting with quorum. The certified true copy may be signed by the sole director or any authorised director. It is not mandatory for all directors (if more than one) to sign the certified copy of the resolution.
5. Does the Board Resolution format for conversion of OPC into Private Limited Company need to be certified by a professional?
There is no statutory requirement for the board resolution to be certified by an external professional. The certified true copy may be signed by the director(s) of the company. However, for filing Form INC-6 with the ROC, certification by a practising Company Secretary may be required as per the form requirements. It is advisable to engage a professional for ensuring proper compliance.