Changes in One Person Company regime

The Ministry of Corporate Affairs has brought in in fresh changes with respect to provisions applicable to One person Company (OPC) and certain other things.

 Such changes include:

Nomination: Nomination details of the person nominated in the memorandum of association of OPC and along with the consent of such permission to be declared via form No. INC-32 (SPICe+).

Such nominated person may be changed for any reason (including death or incapacity of such nominated person) by subscriber or member of an OPC.

Change of nominated person with another person is permitted only after procurement of such another person consent in Form No INC-3.

Following the receipt of information about change of nominated person, company shall need to submit notice to Registrar in Form No INC-4 along with payment of applicable fees and copy of Form No INC-3 reflecting consent of newly nominated person.

 In order to convert from Private or Public Company, company needs to file e-Form INC-6 along with payment of applicable fees.

Such application should be accompanied by following documentation:

a)    altered memorandum of association and articles of association

b)    No objection copy of all creditors for conversion

c)    Company directors confirming via affidavit that all company members provided their consented for conversion

Registrar shall make a decision to permit or not to permit conversion following consideration of last two financial years financial statements or if applicant is in active operation only for one financial year then board reports and audit reports and further taking into consideration of objections and if required will consult with appropriate competent authority.

In the case of conversion of a public into a private company, applicant has to specify Regional Director approval of conversion (i.e Service Request Number of Form RD- 1), in Form No. INC-27 to be filed with Registrar.

Form No INC-27 (including altered e-MOA and e-AOA) needs to be filed along with payment of applicable fees. Timeline to file Form No INC-27 is 15 days from the date of receipt of the Regional Director approval order.

Formats for Forms RUN, INC-4, INC-6, INC- 9, INC-12, INC-13, INC-18, INC-20, INC-20A, INC-22, INC-23, INC-24, INC-27, INC-28, INC-3I, SPICE+ (INC-32), INC-33, INC-34, INC-35 and RD-1 are revised.

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