Conversion of OPC into Private Limited Company

Mode of Conversion - A) Voluntary & B) Compulsory
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There are two ways of converting an OPC into a private limited company either voluntarily or Compulsorily. Prime requirements under the both scenario are - necessary alterations in the MOA and AOA of the OPC, NOC from Creditors & members, passing a resolution in for conversion, and should satisfy the requirements of minimum paid-up capital ( Rs 1 Lakh) along with the minimum number of members and directors requirement for a private limited. Conversion does not affect the existing debts, liabilities, obligations or contracts of the OPC and the same automatically transfer to Private Limited. When paid up share capital of OPC exceeds Rs. 50 lakhs and the yearly turnover of immediately previous three consecutive financial years is more than Rs 2 Crores, then it becomes an obligatory to convert OPC into Pvt. Ltd within 6 months. But an OPC can voluntarily convert itself only after 2 years of its incorporation.

We here Provide our Service from Advisory to Complete Conversion Task

Convene Board Meeting
First step to serve a notice to Directors for convening the Board Meeting at least seven days before the date of the meeting. In the said Board Meeting decide date of EGM. Most important business here to alter the MOA and AOA.

File Form MGT-14
File Form MGT-14 within 30 days of passing the resolution in EGM. Attachment in MGT 14 are - CTC of Board Resolution authorization giving of notice, CTC of signed and dated minutes and Altered memorandum and articles of association of the Company

File Form INC-5 ( compulsory conversion
File Form INC-5 within 60 days of passing the resolution with ROC. Only in case of Compulsory Conversion. Attachment in INC 5 are - CTC of Board Resolution authorization giving of notice, Copy of duly attested latest financial statement and CTC of signed and dated minutes. INC-5 shall be filed only once e-Form MGT-14 is approved.

File Form INC-6
File Form INC-6 within -a) 6 months of mandatory conversion OR B) 30 days of voluntarily conversion. Attachment in INC 5 are - Altered memorandum and articles of association of the Company, CTC of Board Resolution authorization giving of notice, Copy of duly attested latest financial statement and CTC of signed and dated minutes.

• PAN card - PAN Card of shareholders and Directors. Foreign nationals must provide a passport.
• Identity Proof - Voter ID/ Passport/ Driving License of Shareholders and Directors
• Address Proof - Telephone Bill /Electricity Bill/ Latest Bank Account Statement of Shareholders and Directors
• Photograph - Latest Passport size photograph of Shareholders and Directors
• NRI Shareholder - In case of NRI or Foreign National, documents of partner must be notarized or apostilled
• Financial Statements - Duly certified copy of latest audited Finacial Statements
• MOA & AOA - Certificate of Incorporation, MoA & AoA
• Email ID and Mobile numbers of shareholders and Directors
• DSC of shareholders and Directors

• Easy to raise fund from investors against share allotment
• Increases Borrowing Capacity from Banks and financial institutions
• Free & Easy transferability of shares
• More trust on Pvt Ltd than OPC due to more than one owners (members) management