Conversion of OPC to a Private Limited Company

Jun 15, 2025
Private Limited Company vs. Limited Liability Partnerships

As your business grows, the structure of a One Person Company (OPC) may start to limit your ability to scale—particularly when raising capital, adding co-founders, or expanding operations. Converting an OPC into a Private Limited Company provides a clear pathway for growth, enabling the inclusion of up to 200 shareholders, access to greater funding opportunities, and stronger credibility among investors, lenders, and corporate clients.

However, this transition must be approached with legal precision. The conversion process involves several compliance steps under the Companies Act, 2013, and must be aligned with your business objectives. Ensuring a smooth, legally compliant shift is essential to avoid disruptions and secure long-term success. This guide outlines the requirements, procedures, and insights needed to convert your OPC into a Private Limited Company effectively and confidently.

Table of Contents

Conversion of OPC to Private Company

Section 18 of the Companies Act, 2013, along with Rule 6 of the Companies (Incorporation) Rules, 2014, lays down the legal provisions for converting an OPC to a Private Limited Company. It is important to note that following the 2021 amendment, the conversion of an OPC to a Private Company is now voluntary and no longer linked to capital or turnover thresholds. This change provides flexibility for OPCs to decide on their conversion based on business needs rather than mandatory financial criteria.

To initiate the OPC to Private Limited conversion process, the OPC must pass a special resolution and obtain a written no-objection certificate (NOC) from its creditors. Additionally, the company must increase its members and directors to a minimum of two. It is crucial to ensure compliance with these legal requirements to avoid any challenges during the transition.

Legal Framework Governing the Conversion of OPC into a Private Company

The legal basis for converting an OPC to a Private Limited Company is outlined in Section 18 of the Companies Act, 2013. This provision allows an OPC to transform its structure and expand its shareholder base while continuing its existing obligations and contracts. By leveraging this legal framework, entrepreneurs can unlock new growth opportunities and enhance their company's operational flexibility.

Converting an OPC to a Private Limited Company offers several benefits for businesses looking to scale. It enables the company to attract investments, bring in additional expertise through new directors, and establish a more robust corporate governance structure. The legal framework governing this conversion ensures a seamless transition that aligns with the Companies Act's provisions and protects the interests of all stakeholders involved.

Types of Conversion of a One Person Company

There are two types of OPC conversion: voluntary and previously mandatory. Understanding the distinctions is crucial for making informed decisions.

  1. Voluntary Conversion:
    • Can be initiated at any time based on the OPC's growth plans and business requirements
    • No longer linked to financial thresholds (paid-up capital or turnover)
    • Offers strategic flexibility to bring in new members and access additional resources
  2. Previously Mandatory Conversion:
    • Prior to the 2021 amendment, OPCs were required to convert if they exceeded certain financial limits
    • Thresholds were set at a paid-up share capital exceeding ₹50 lakhs or an average annual turnover surpassing ₹2 crores in three consecutive financial years
    • Compulsory conversion rules have been removed, allowing OPCs to continue operating without mandated transition

The current regulatory landscape prioritises voluntary conversion, empowering OPCs to align their transition with their unique business goals and timelines.

Current Requirements for OPC Conversion into a Private Company

To successfully convert an OPC to a Private Limited Company, several legal and procedural requirements must be fulfilled under the Companies Act, 2013. These include:

  1. Alteration of MOA and AOA:
    • Amending the MOA to reflect the change in company type and name
    • Modifying the AOA to incorporate provisions specific to a Private Limited Company
  2. Minimum Members and Directors:
    • Increasing the number of members from one to a minimum of two
    • Appointing at least two directors, including the existing director of the OPC
  3. Filing of Form INC-6:
    • Submitting the application for conversion to the Ministry of Corporate Affairs (MCA)
    • Attaching required documents such as altered MOA/AOA, special resolution, and NOCs

Ensuring compliance with these mandatory steps is essential for a valid and legally recognised conversion.

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Process for Conversion of a One Person Company

To initiate the OPC to private limited conversion process, follow these step-by-step legal procedures:

  1. Conduct a Board Meeting:
    • Pass a resolution approving the conversion proposal
    • Authorise the alteration of MOA/AOA and the appointment of new directors
  2. Convene an Extraordinary General Meeting (EOGM):
    • Obtain shareholder approval for the conversion through a special resolution
    • Pass resolutions for MOA/AOA changes and director appointments
  3. File Necessary Forms:
    • Submit Form MGT-14 for the special resolution within 30 days of passing
    • File Form INC-6 for the conversion application, along with supporting documents
  4. Obtain Approvals:
    • Receive the new Certificate of Incorporation from the Registrar of Companies (ROC)
    • Ensure the company name reflects the change from OPC to Private Limited
  5. Complete Post-Conversion Compliance:
    • Update all official records, documents, and signage to reflect the new company status
    • Notify relevant stakeholders, including banks and statutory authorities

By following these procedural steps and maintaining accurate documentation, OPCs can ensure a compliant and efficient conversion process.

Related Reads:

Post-Conversion Compliance for OPC to Private Limited Company

Once the conversion of OPC into a private company is complete, several post-conversion compliance requirements must be fulfilled to align with the Companies Act, 2013. These include:

  1. Updating MOA and AOA:
    • Ensuring the altered MOA and AOA reflect the changes in company type and structure
    • Printing and maintaining updated copies of these documents
  2. Displaying New Certificate of Incorporation:
    • Prominently displaying the new certificate at the registered office
    • Updating official company documents with the revised incorporation details
  3. Changing Signage and Stationery:
    • Replacing all signage, seals, and stamps to reflect the new company name and status
    • Updating letterheads, invoices, and other official stationery accordingly
  4. Notifying Stakeholders:
    • Informing banks, financial institutions, and statutory authorities about the conversion
    • Updating registration and licensing documents as required
  5. Filing Amendments:
    • Submitting necessary amendments to returns and filings under applicable laws
    • Ensuring compliance with revised reporting and disclosure requirements

By diligently adhering to these post-conversion compliance measures, the newly converted Private Limited Company can operate smoothly and avoid legal complications.

Frequently Asked Questions

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Limited Liability Partnership
(LLP)

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  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
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  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

How to convert OPC into a private limited company?

To convert an OPC to a Private Limited Company, follow these steps: pass a special resolution, alter the MOA and AOA, appoint additional directors, file Form MGT-14 and INC-6 with the MCA, and obtain a new Certificate of Incorporation.

What is the cost of converting OPC to Pvt Ltd?

The cost of converting an OPC to a Private Limited Company includes fees for filing Form INC-6, stamp duty on the altered MOA and AOA, and professional charges for legal and compliance services. The exact cost may vary depending on the state and the company's authorized capital.

What is the board resolution for the conversion of OPC to a private company?

The board resolution for OPC to Private Limited conversion should cover the following points: approval for conversion, alteration of MOA and AOA, appointment of additional directors, fixing the date for EOGM, and authorizing a director to sign and file necessary forms and documents.

Related Posts

Form STK-2 for Winding Up of Companies: Procedure, Fees & Documents

Form STK-2 for Winding Up of Companies: Procedure, Fees & Documents

The Ministry of Corporate Affairs (MCA) has simplified the process of closing down non-operational companies by introducing Form STK-2. This form is filed for striking off or winding up a company by removing its name from the register of companies maintained by the Registrar of Companies (ROC).

Available for filing on the MCA portal, Form STK-2 is one of the most commonly used methods of company closure, especially for startups or businesses that are no longer in operation and wish to avoid ongoing compliance costs.

In this blog, we will cover everything you need to know about Form STK-2, including its purpose, eligibility, required documents, filing process, and key consequences.

Table of Contents

What is Form STK-2, and When is it Used?

Form STK-2 is prescribed under Section 248(2) of the Companies Act, 2013, allowing a company to apply for voluntary strike-off. It is used by companies that are:

  • Not carrying on any business for the last two consecutive financial years, or
  • Have not sought the status of a dormant company, and
  • Do not have any outstanding liabilities.

For example, consider a startup that launched operations but never scaled up. Instead of continuing to maintain compliance (like audits, annual filings, and tax submissions) with no business activity, the founders can choose to file Form STK-2 and officially close the company.

What are the Benefits of Filing STK-2?

Filing Form STK-2 provides several benefits:

  • Quick and cost-effective closure compared to liquidation.
  • Savings on audits and compliance costs that continue even if the company has no operations.
  • Faster process – usually completed within a few months.
  • Protection of directors and shareholders from future penalties or liabilities.

This makes STK-2 a practical option for small companies and startups that wish to wind up smoothly.

What are the Eligibility Criteria to File STK-2?

Not every company is eligible to file STK-2. The key criteria are:

  • Applicable to Private Limited Companies, One Person Companies (OPC), and Unlisted Public Companies.
  • The company should have no pending liabilities and must clear all dues before applying.
  • The business must not have carried on any activity for at least two consecutive years.
  • Board and special resolutions (approved by at least 75% of shareholders) are mandatory.

Companies that are listed, under inspection, or involved in ongoing litigation are not eligible for strike-off.

What Documents Are Required for STK-2?

The following documents must be attached while filing STK-2:

  • Board resolution and special resolution approving strike-off.
  • Affidavit by directors (Form STK-4) declaring no pending liabilities.
  • Indemnity bond by directors (Form STK-3), ensuring liability coverage.
  • The company's latest audited financial statements.
  • Directors’ PAN, Aadhaar, and digital signatures (DSC).
  • Incorporation documents like Certificate of Incorporation, MoA, and AoA.

How to File the STK-2 Form? Step-by-Step Guide

Here’s a step-by-step guide to filing Form STK-2:

  1. Board Approval: Conduct a board meeting and pass a resolution for closure.
  2. Shareholder Consent: Obtain a special resolution with 75% shareholder approval.
  3. Clear Liabilities: Pay off loans, creditors, and statutory dues.
  4. Prepare Documents: Collect Forms STK-2, STK-3, STK-4, audited accounts, MoA, AoA, and ID proofs.
  5. Online Filing: File Form STK-2 on the MCA portal along with attachments.
  6. Pay Government Fee: ₹10,000 is payable at the time of filing.
  7. ROC Review: The Registrar verifies documents and issues a public notice.
  8. Strike-Off Approval: Once satisfied, the ROC strikes the company name from the register.

Voluntarily Removing Company Name using Form STK-2

Companies can voluntarily apply for strike-off by:

  • Clearing all debts and liabilities.
  • Passing a special resolution with the approval of at least 75% members.
  • Seeking NOC/approval from regulatory bodies (if the company is under their regulation).

Effect of Removing Name from Register of Companies

Once the company’s name is removed under Section 248:

  • The company is dissolved and ceases to exist legally.
  • The Certificate of Incorporation is cancelled.
  • The company cannot carry on any business operations.

However, directors, managers, and shareholders remain liable for any past dues, fraud, or pending obligations as if the company had not been dissolved.

Closing of Company by Filing Form STK-2

The closure process through STK-2 involves:

  • ROC verification of pending liabilities.
  • Publication of a public notice inviting objections.
  • Striking off the company’s name from the register.
  • Publishing the strike-off notification in the Official Gazette.

Once published, the company is considered officially dissolved.

What are the Consequences of Not Filing STK-2?

Failing to close an inactive company can lead to several consequences:

  • Director disqualification under the Companies Act.
  • Heavy penalties and fines for non-filing of annual returns and financial statements.
  • Government-initiated strike-off without the company’s consent.
  • Restrictions on starting new companies for disqualified directors.
  • Continued obligations for tax filings and ROC compliance despite no business activity.

What Challenges Can You Face While Filing STK-2?

Some common challenges include:

  • Delays in obtaining tax or GST clearance.
  • Errors in affidavits or indemnity bonds.
  • Issues with expired DSCs of directors.
  • Non-cooperation from shareholders or directors.
  • ROC objections due to mismatched or incomplete details.

What is the Cost Involved in STK-2?

The cost of filing Form STK-2 includes:

  • Government fee
  • Professional charges
  • Notary and affidavit charges
  • DSC renewal costs, if applicable
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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Sarthak Goyal

Sarthak Goyal is a Chartered Accountant with 10+ years of experience in business process consulting, internal audits, risk management, and Virtual CFO services. He cleared his CA at 21, began his career in a PSU, and went on to establish a successful ₹8 Cr+ e-commerce venture.

He has since advised ₹200–1000 Cr+ companies on streamlining operations, setting up audit frameworks, and financial monitoring. A community builder for finance professionals and an amateur writer, Sarthak blends deep finance expertise with an entrepreneurial spirit and a passion for continuous learning.

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Form ADT-1: A Complete Guide to Auditor Appointment Filing

Form ADT-1: A Complete Guide to Auditor Appointment Filing

Filing Form ADT-1 is a crucial step in ensuring compliance with the Companies Act regarding the appointment of the first auditor. This form notifies the Ministry of Corporate Affairs (MCA) about the auditor's appointment within 30 days of company incorporation. It is essential for companies to understand the importance of this form and adhere to the filing requirements and deadlines to avoid penalties.

Table of Contents

What is Form ADT-1?

Form ADT-1 is a mandatory filing under the Companies Act, 2013, used to inform the Registrar of Companies (ROC) about the appointment of an auditor in a company.

Key Points on Auditor Appointment & Filing Requirements

1. Appointment of First Auditor (New Companies)

For companies (excluding government companies):

The Board of Directors must appoint the first auditor within 30 days of incorporation.

If the Board fails to do so, the members must appoint the first auditor within 90 days at an Extraordinary General Meeting (EGM).

The first auditor holds office until the conclusion of the first Annual General Meeting (AGM).

Note: Filing Form ADT-1 is NOT required for the first auditor’s appointment. However, companies may choose to file it for compliance and record-keeping purposes.

2. Appointment of Subsequent Auditors

After the first AGM, companies must appoint an auditor for a five-year term (for private and public companies) or as per shareholder approval.

Form ADT-1 must be filed within 15 days of the auditor’s appointment to inform the ROC.

Timely filing of Form ADT-1 is crucial for companies to:

  • Comply with legal requirements under the Companies Act
  • Avoid penalties and legal consequences
  • Maintain transparency in auditor appointments
  • Ensure proper oversight of financial reporting

Who Needs to File Form ADT-1?

Is Form ADT-1 mandatory for all companies?

All companies incorporated under the Companies Act, 2013, are required to file Form ADT-1, including:

What happens if a company fails to file Form ADT-1?

Failure to file Form ADT-1 within the prescribed time can result in penalties and legal consequences for the company and its directors. The company may be fined between ₹25,000 to ₹5,00,000, and every defaulting officer may be punishable with imprisonment of up to 1 year, a fine between ₹10,000 to ₹1,00,000, or both.

Law Governing the Form ADT-1

The filing of Form ADT-1 is mandated under Section 139(1) of the Companies Act, 2013. This section requires companies to file the form with the ROC to inform them about the auditor's appointment, which is done after the AGM. The form contains essential details about the appointed auditor, such as their name, address, membership number, and date of appointment. Companies must submit Form ADT-1 within 15 days of the AGM to fulfil their legal obligations and avoid potential penalties for non-compliance.

Requirements for Filing Form ADT-1

  • The company has appointed an auditor as per the provisions of the Companies Act, 2013
  • The appointed auditor has provided written consent to act as the auditor
  • The auditor has issued a certificate confirming they are not disqualified under Section 141 of the Act
  • The company has obtained a Director Identification Number (DIN) for the signing director
  • The signatory has a valid Digital Signature Certificate (DSC)

Companies must attach the necessary supporting documents, such as the board resolution for auditor appointment, auditor's consent letter, and certificate of eligibility while filing the form. Failing to meet these requirements can lead to the rejection of the form by the ROC.

Fees for Filing Form ADT-1

The filing fees for Form ADT-1 depend on the company's authorised share capital, as per the table below:

Authorised Share Capital Filing Fee
Up to ₹1,00,000 ₹200
₹1,00,001 to ₹5,00,000 ₹300
₹5,00,001 to ₹10,00,000 ₹400
Above ₹10,00,000 ₹600

For LLP Companies without share capital, the filing fee is a flat ₹200.

Late filing of Form ADT-1 attracts additional fees, which increase based on the delay duration:

  • Up to 30 days delay: 2 times the normal fees
  • 31 to 60 days delay: 4 times the normal fees
  • 61 to 90 days delay: 6 times the normal fees
  • 91 to 180 days delay: 10 times the normal fees
  • More than 180 days delay: 12 times the normal fees

Due Date For Filing MCA Form ADT-1

The due date for filing Form ADT-1 depends on whether the company is newly incorporated or existing:

For newly incorporated companies:

  • ADT-1 for the first auditor must be filed within 15 days of the first Board Meeting
  • This Board Meeting must be held within 30 days of incorporation, where the first auditor is appointed

For existing companies:

  • Form ADT-1 should be filed within 15 days of the AGM where the auditor was appointed or reappointed
  • Example: If the AGM was held on September 30, 2023, the ADT-1 due date would be October 14, 2023

While filing the form, companies must provide the following details about the appointed auditor:

  1. Auditor's category (individual or firm)
  2. Membership number of the auditor or firm's registration number
  3. Address and email ID of the auditor
  4. Permanent Account Number (PAN) of the auditor
  5. Period of appointment
  6. Membership number of the previous auditor in case of vacancy
  7. Date of appointment and AGM date
  8. Details of any casual vacancy (date and reason)

Along with these details, companies must attach the following supporting documents:

  1. Certified copy of the Board Resolution for auditor appointment
  2. Written consent of the auditor to act as such
  3. Certificate by the auditor confirming their eligibility under Section 141
  4. Copy of the intimation letter sent by the company to the auditor regarding their appointment

Penalty on Delayed Filing of Form ADT-1

Delayed filing of Form ADT-1 attracts penalties, which increase based on the duration of the delay:

  • Up to 30 days delay: Twice the normal filing fees
  • 31 to 60 days delay: Four times the normal filing fees
  • 61 to 90 days delay: Six times the normal filing fees
  • 91 to 180 days delay: Ten times the normal filing fees
  • More than 180 days delay: Twelve times the normal filing fees

Companies must be mindful of the ADT-1 due date and ensure timely filing to avoid these escalating penalty fees. Repeated non-compliance can also lead to more severe consequences, such as fines and legal action against the company and its officers.

Important Points to Consider Regarding Form ADT-1

  • Filing Form ADT-1 is mandatory for all types of companies, including private, public, and one-person companies.
  • The responsibility of filing the form lies with the company and its directors, not the auditor.
  • Form ADT-1 must be filed even in case of filling casual vacancies in the auditor's office.
  • Companies should file Form ADT-1 for the appointment of the first auditor as well.
  • Timely filing of the form with all necessary details and documents is crucial to avoid penalties and legal complications.

Process for Filing Form ADT-1

  1. Obtain a Digital Signature Certificate (DSC) for at least one Director of the company from a licensed Certifying Authority
  2. Ensure the signing director has a valid Director Identification Number (DIN)
  3. Download Form ADT-1 from the MCA portal
  4. Fill in the required company and auditor details accurately
  5. Attach the necessary supporting documents (Board Resolution, auditor consent, eligibility certificate, etc.)
  6. Verify the form using the director's DSC
  7. Submit the form electronically on the MCA portal
  8. Pay the requisite filing fees online using a credit card, debit card, or net banking
  9. Receive an acknowledgement email from MCA as proof of filing

Frequently Asked Questions

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Register your One Person Company in just 1,499 + Govt. Fee

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Register your Business starting at just 1,499 + Govt. Fee

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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What is the ADT-1 form?

Form ADT-1 is a mandatory form filed by companies to inform the Registrar of Companies (ROC) about the appointment of an auditor, except for the first auditor. It must be filed within 15 days of the appointment of a subsequent auditor.

Is ADT-1 mandatory for the first auditor in OPC?

Yes, filing ADT-1 for the first auditor is mandatory for all companies, including OPCs.

Can we file ADT-1 without filing ADT-3?

Yes, Form ADT-1 can be filed independently without filing ADT-3, which is used for the resignation of an auditor.

Who will file ADT 2?

Form ADT-2 is filed by the auditor to the company and ROC in case of their resignation. The company does not file this form.

What is the time limit for filing ADT-1 for the first auditor?

For newly incorporated companies, the first auditor appointment due date for filing ADT-1 is within 15 days of the first Board Meeting held within 30 days of incorporation.

Who is the first auditor of OPC?

In an OPC, the Board of Directors appoints the first auditor within 30 days of incorporation, and their appointment is ratified in the first AGM.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

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Appointment of Director to Your Company: Eligibility, Procedure & More

Appointment of Director to Your Company: Eligibility, Procedure & More

Appointment of a director is a crucial step in establishing a Private Limited Company. A director oversees the company's operations and ensures compliance with legal requirements. 

Additionally, directors play a vital role in protecting shareholder investments and steering the company towards success. In this article, we will delve into the process of appointing a director in a Private Limited Company, the eligibility criteria to be a director and the provisions of the Companies Act 2013 for the appointment of directors.

Table of Contents

Understanding the Role of a Director

Directors are individuals appointed by shareholders to supervise a company's activities, as guided by the Memorandum of Association (MOA) and Articles of Association (AOA). Since a company is a legal entity and cannot act independently, it functions through its directors. The Board of Directors, composed of these individuals, is responsible for the company's management and decision-making.

In a Private Limited Company, directors hold significant importance. They are tasked with making everyday decisions and overseeing the company's administration. Shareholders rely on directors to manage their investments effectively and ensure the company's growth and success.

Types of Directors of a Company

Directors are categorised into various types based on their roles and responsibilities. Let us take a closer look at each type:

Executive Directors

  • Actively involved in the company's daily management.
  • Often hold specific executive roles, such as CEO, CFO or COO.
  • Responsible for implementing the company's strategies and policies.

Non-Executive Directors

  • Do not participate in the company's day-to-day management.
  • Provide independent oversight to the company's board and management.
  • Offer valuable insights and advice based on their expertise and experience.

Independent Directors

  • A subset of non-executive directors with no financial or other vested interests in the company apart from their role as directors.
  • Primary responsibility is to safeguard the interests of the company's shareholders.
  • Ensure transparency and accountability in the company's operations.

Nominee Directors

  • Appointed by third-party authorities or the Government to tackle mismanagement and misconduct.
  • Represent the interests of the appointing authority.
  • Monitor the company's activities and report any irregularities.

Appointment of Director to Private Limited Company

Specific requirements must be met when appointing directors in a Private Limited Company, these are:

  • The maximum directors in a private company is 15. 
  • The minimum directors in a private company is 2.
  • The limit of 15 directors can be exceeded by appointing additional directors through a special resolution with the support of 75% or more shareholders.
  • The appointment of directors must be in accordance with the provisions of the Companies Act 2013.

Provisions of the Companies Act, 2013

The Companies Act 2013 includes several key provisions related to the appointment and roles of directors:

  • Section 149: Details mandatory requirements, such as having a certain number of directors, including a female director and a resident director.
  • Section 152: Specifies the process for appointing directors at the company's general meeting and mandates the use of the Director Identification Number (DIN).
  • Section 161: Provides guidelines for appointing additional, alternate and nominee directors by the Board.
  • Section 164: Lists the disqualifications for becoming a director, ensuring that only eligible individuals are appointed to the board.

By adhering to these provisions, companies can establish a well-structured and compliant board of directors.

Reasons for Adding or Changing Directors in a Company

There are several reasons why a company may choose to appoint new directors/board of directors or change its existing board composition:

  1. Introducing New Talent: As a company grows, it may become necessary to bring new talent to the board to address new challenges and requirements that come with expansion.
  2. Preventing Ownership Dilution: By appointing additional directors, shareholders can delegate more operational responsibilities without relinquishing strategic control.
  3. Addressing Inefficiency of Current Directors: A company may appoint new directors to maintain efficiency if existing directors are underperforming due to personal issues.
  4. Complying with Statutory Requirements: Companies must maintain a specific number of directors according to the Companies Act 2013. They must promptly appoint new directors to comply with legal requirements if the number falls below the minimum.

Eligibility to Be A Director in a Company

To be eligible for appointment as a director, an individual must meet the following criteria:

  • Be at least 18 years old, as minors are not permitted to hold the director position.
  • Not be disqualified under the provisions of the Company Act 2013, which include:
    • Being an undischarged insolvent
    • Having been convicted of an offence involving moral turpitude
    • Having been convicted of an offence under the Companies Act 2013
    • Having been disqualified by an order of a court or tribunal
  • Have mutual consent from the Board of Directors, shareholders and the individual being considered for the directorship.

It is crucial to ensure that the prospective director meets these eligibility criteria before proceeding with the appointment process.

Documents for Director Appointment

When appointing a director, the following documents are required:

  1. PAN card
  2. Identity proof (Voter ID, driver's license, Aadhaar card, etc.)
  3. Residence proof (utility bills, rental agreement, etc.)
  4. Recent passport-sized photograph
  5. Digital Signature Certificate (DSC)

Procedure for Appointing/Add a Director to a Company

The process of appointing a director involves several key steps:

  1. Reviewing the Articles of Association (AOA)

The first step is to review the company's Articles of Association (AOA) to ensure that it includes a clause permitting the appointment or addition of directors. If the current AOA lacks such a provision, it should be amended to include one before proceeding with the director's appointment.

  1. Conducting a General Meeting for Director Appointment

The company must formally appoint a director by passing a resolution in a general meeting, either during an Annual General Meeting (AGM) or an Extraordinary General Meeting (EGM). 

To arrange an EGM, the company must conduct a board meeting to pass a resolution for holding the EGM. The resolution to appoint the director must be filed in Form MGT-14 with the Registrar of Companies within 30 days.

  1. Applying for Director Identification Number (DIN) & Digital Signature Certificate (DSC)

The individual selected for directorship must apply for a Digital Signature Certificate (DSC) and a Director Identification Number (DIN) if they do not already possess these. After obtaining the DIN, the prospective director must provide the company with their DIN along with a declaration affirming that they are not disqualified from being a director.

  1. Obtaining Consent from the Prospective Director – Form DIR-2

The individual proposed for directorship must express their consent to serve in this role by submitting Form DIR-2, a formal consent to act as a director. An individual can only be appointed as a company director by explicitly giving their consent. This step is crucial to ensure that the prospective director is willing to take on the responsibilities associated with the position.

  1. Issuing a Letter of Appointment to the Director

After obtaining consent from the prospective director, the company should issue a formal Letter of Appointment. This director appointment should detail the terms and conditions of the appointment, including the director's roles, responsibilities and any remuneration or salary. The Letter of Appointment serves as a legal document that outlines the expectations and obligations of both the company and the director.

  1. Filing Forms DIR-2 and DIR-12 with the ROC

Once the resolution for the appointment of a director is passed and the individual has submitted Form DIR-2, the company can officially appoint them as a director. 

The company must file both Form DIR-2 and Form DIR-12 (detailing the particulars of the director's appointment) with the Registrar of Companies (ROC) within 30 days of the director's appointment. Failing to file these forms within the prescribed time frame can result in penalties and legal complications.

  1. Filing Amendment Applications with GST and Tax Authorities

After appointing a new director, the company must file the necessary applications to update the director's details with various regulatory authorities, including the GST Network (GSTN) and other relevant certificates, to reflect the change in directorship. This step ensures that the company remains compliant with all legal and regulatory requirements related to its directors.

Frequently Asked Questions:

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Frequently Asked Questions

How to appoint a director in a company?

To appoint a director in a company, follow these steps:

  1. Review the Articles of Association (AOA) to ensure it allows for the appointment of new directors.
  2. Conduct a general meeting (AGM or EGM) to pass a resolution for the director's appointment.
  3. Ensure the prospective director applies for a Director Identification Number (DIN) and Digital Signature Certificate (DSC).
  4. Obtain consent from the prospective director through Form DIR-2.
  5. Issue a Letter of Appointment to the director.
  6. File Forms DIR-2 and DIR-12 with the Registrar of Companies (ROC) within 30 days of the appointment.
  7. Update the director's details with relevant regulatory authorities, such as the GST Network (GSTN).

What are the criteria for the appointment of a director?

The criteria for the appointment of a director include:

  • Being at least 18 years old.
  • Not being disqualified under the provisions of the Company Act, 2013.
  • Having mutual consent from the Board of Directors, shareholders and the individual being considered for the directorship.

Possessing a valid Director Identification Number (DIN) and Digital Signature Certificate (DSC).

How do you write a Director's appointment letter?

A Director's appointment letter should include the following details:

  • The date of appointment
  • The term of appointment (if applicable)
  • The roles and responsibilities of the director
  • Remuneration or salary details (if any)
  • Expectations regarding attendance at board meetings and other company events.
  • Confidentiality and non-disclosure clauses
  • Termination conditions

What is the manner of appointment of Directors?

Directors are appointed through a formal resolution passed at a general meeting of the company (AGM or EGM). The appointment must be approved by the shareholders and comply with the provisions of the Companies Act, 2013. The appointed director must provide their consent through Form DIR-2 and possess a valid Director Identification Number (DIN) and Digital Signature Certificate (DSC).

How much does it cost to appoint a director?

The cost of appointing a director may vary depending on factors such as:

  • Professional fees for legal and compliance services.
  • Filing fees for Forms DIR-2 and DIR-12 with the Registrar of Companies (ROC).
  • Charges for obtaining a Director Identification Number (DIN) and Digital Signature Certificate (DSC).
  • Any remuneration or salary offered to the director.

It is advisable to consult with a legal professional or corporate service provider to determine the specific costs involved in appointing a director for your company.

How long does a director appointment take?

The timeline for a director appointment may vary depending on factors such as:

  • The availability of the required documents and information.
  • The time taken to conduct the general meeting and pass the appointment resolution.
  • The processing time for obtaining a Director Identification Number (DIN) and Digital Signature Certificate (DSC).
  • The efficiency of filing Forms DIR-2 and DIR-12 with the Registrar of Companies (ROC).

Typically, the entire process of appointing a director can take anywhere from a few days to a couple of weeks, subject to the company's diligence and compliance with legal requirements.

What documents are required for a director appointment?

The documents required for a director appointment include:

  • PAN Card
  • Identification Proof (Voter ID, Driving Licence, Aadhaar Card, etc.)
  • Proof of Residence (utility bills, rental agreements, etc.)
  • Passport Size Photograph
  • Digital Signature Certificate (DSC)
  • Consent to act as a director (Form DIR-2)
  • Declaration of non-disqualification

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