2.1.7-Companies (Incorporation) Rules,2014

7. Conversion of private company into One Person Company.-

(1) A private company other than a company registered under section 8 of the Act having paid up share capital of fifty lakhs rupees or less or and average annual turnover during the relevant period  is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.

(2) Before passing such resolution, the company shall obtain No objection in writing from members and creditors. (3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in

The company shall file an application in for its conversion into One Person Company alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely :-

(i) altered e-MOA and e-AOA;

(ii) copy of NOC of every creditors with the application for conversion;

(iii) affidavit of directors confirming that all the members of the company have given their consent for conversion.

The company shall file an application in  for its conversion into One Person Company along with fees as provided in in the  by attaching the following documents, namely:-

(i) The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, ;

(ii) the list of members and list of creditors;

(iii) the latest Audited Balance Sheet and the Profit and Loss Account; and (iv) the copy of No Objection letter of secured creditors.

(5)   On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.

If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues