Opc o pvt ltd --> opc filed inc 6 late

This query is : Resolved

CA Kunjan - www.canaresh.com (Querist)
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06 May 2022 in case of voluntary conversion, if opc is filing inc-6 with late fee (its late by 1 year),
the converted pvt ltd incorporate certificate will have resolution date or inc6 filing date?
my view--> i feel resolution date, right?

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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09 July 2024 In the case of voluntary conversion of an OPC (One Person Company) to a private limited company, if the OPC files Form INC-6 with a delay of 1 year, the incorporation certificate of the converted private limited company typically reflects the date of the resolution passed for conversion, not the date of filing of Form INC-6.

Here’s why the resolution date is typically used:
- **Legal Intent**: The resolution passed by the OPC to convert into a private limited company signifies the decision taken by the shareholders or the sole member. This date marks the beginning of the process towards conversion.

- **Documentation**: The resolution is a crucial document that sets forth the decision-making process and authorization for subsequent actions, including filing Form INC-6 with the Registrar of Companies (ROC).

- **Consistency**: Incorporation certificates generally record the significant milestone dates in the company’s life, such as its original incorporation date or the date of conversion from OPC to private limited status. Using the resolution date maintains consistency with this practice.

Therefore, in your scenario, the incorporation certificate of the converted private limited company is likely to mention the date of the resolution passed for conversion as the relevant date, reflecting the company's official status change from OPC to private limited.