Conversion of OPC into Private Limited Company - Process, Pre-requisites, ROC Compliance and Expenses
Mode of Conversion - A) Voluntary & B) Compulsory WE CAN ASSIST YOU HERE # +91-9524230000
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.
Procedure for Conversion of OPC to Private Limited Company
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.
Documents Required to convert OPC to Pvt Ltd company
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
Note : Govt. Fee and legal expenses payable as per actual and not included in above professional fee
How to Proceed?
Frequently Asked Questions
How can EGM be convened in case of One Person Company to pass special resolution when there is only one member?
In case of One Person Company, there is no need to convene an extra ordinary general meeting like private and public Companies. As per the provisions of Section 122 of the Companies Act, 2013, in case of OPC, it shall be sufficient if the resolution is communicated by the member to the Company and entered in the minutes-book and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes.
Can Directors be appointed before to meet the minimum compliance requirement of private/public Company before conversion?
Yes, the Directors shall be appointed before as the e-Form INC-6 asks for the same.
Can Members be appointed before to meet the minimum compliance requirement of private/public Company before conversion?
No, the One Person Company can have only one member and therefore the Company cannot increase the members before conversion. However, after conversion, it shall increase the number of members to meet the minimum compliance requirement.
How much Normal Govt Fee ( ROC Fee) to pay?
Rs 500 to Rs 600 per form. For delay compliance penalty 2 times to 12 times of normal fee, etc. Know more call our Consultant
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