Board Resolution For Conversion Of Opc To Private Company for India

Board Resolution For Conversion Of Opc To Private Company Template for India

A formal board resolution document required under Indian company law for converting a One Person Company (OPC) into a Private Limited Company. This document outlines the company's decision to convert, incorporating specific requirements under the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. It includes essential elements such as the approval for conversion, amendments to constitutional documents, appointment of additional directors if required, and authorization for filing necessary forms with the Registrar of Companies. The resolution must comply with Indian regulatory requirements and serves as a crucial legal record of the conversion decision.

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What is a Board Resolution For Conversion Of Opc To Private Company?

A Board Resolution For Conversion Of OPC To Private Company is a critical corporate document required when an Indian One Person Company decides to scale up its operations and convert to a private limited company structure. This document becomes necessary when the OPC has grown beyond the threshold limits specified in the Companies Act, 2013, or when the sole shareholder strategically decides to expand the ownership structure. The resolution must comply with Section 18 of the Companies Act, 2013, and Rule 6 of the Companies (Incorporation) Rules, 2014. It serves as the primary evidence of the company's decision to convert and includes various statutory requirements such as minimum member requirements, capital structure changes, and amendments to company constitutional documents. This document is particularly important as it forms the basis for all subsequent regulatory filings and corporate actions related to the conversion process.

What sections should be included in a Board Resolution For Conversion Of Opc To Private Company?

1. Title and Date: Specifies the type of resolution and date of the board meeting

2. Venue and Attendance: Details of meeting location and director(s) present

3. Chairman: Appointment of chairman for the meeting

4. Notice and Quorum: Confirmation of proper notice and quorum requirements

5. Background: Brief overview of the company's current status as OPC and reason for conversion

6. Legal Framework Reference: Citation of relevant sections of Companies Act and Rules governing the conversion

7. Main Resolution: Formal decision to convert from OPC to Private Company

8. Minimum Members Resolution: Resolution to increase minimum number of members as required for private company

9. Capital Structure Confirmation: Confirmation of paid-up share capital requirements

10. Authority for Documentation: Authorization to directors/officers to file necessary forms and documents

11. MOA/AOA Amendment: Approval for amendments to company constitutional documents

12. Conclusion and Signature: Closure of meeting and signature requirements

What sections are optional to include in a Board Resolution For Conversion Of Opc To Private Company?

1. Share Transfer Resolution: Required if new shares need to be issued or transferred as part of conversion

2. Registered Office: Include if any changes to registered office are being made concurrent with conversion

3. Bank Account Authorization: Include if banking arrangements need modification post-conversion

4. Additional Director Appointment: Include if new directors are being appointed as part of the conversion process

5. Compliance Declaration: Optional declaration confirming compliance with all statutory requirements

What schedules should be included in a Board Resolution For Conversion Of Opc To Private Company?

1. Form INC-6: Draft of the application form for conversion

2. List of Documents: Checklist of all documents required for conversion filing

3. Amended MOA: Draft of proposed amendments to Memorandum of Association

4. Amended AOA: Draft of proposed amendments to Articles of Association

5. Director Declarations: Declarations from directors regarding compliance with requirements

6. Consent Letters: Consent letters from new members/directors if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Technology

Manufacturing

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Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board of Directors

Senior Management

Finance

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Relevant Roles

Company Director

Company Secretary

Legal Counsel

Compliance Officer

Corporate Lawyer

Managing Director

Chief Executive Officer

Chief Financial Officer

Business Owner

Corporate Governance Officer

Legal Manager

Board Chairman

Regulatory Affairs Manager

Company Administrator

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