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What is OPC to Private Limited Company Conversion

There are two ways of converting a One Person Company into a Private Limited Company as per the act. The conversion can be a voluntarily one or by compulsion but cases a proper procedure is to be followed.

If an OPC fulfils any of the situations given below, then it must convert to a Private Limited Company.
1. If the paid up capital of the OPC exceeds Rs. 50 lakh.
2. If the average turnover in any three consecutive financial years is more than Rs. 2 crore.

• Compulsory Conversion:
1. When an OPC has paid up share capital that exceeds Rs.50 lakhs and the annual turnover is above Rs.2 crores, then it is obligatory for them to convert into a private limited company.
2. During the conversion, the members have to just pass a special resolution in the general meeting.
3. Before the resolution is passed, a No objection Certificate has to be taken in writing from the creditors, and the other members.
4. Within fifteen days of the passing of the resolution, company needs to file an application to the registrar along with a copy of the resolution.
5. After the application is filled and the fee payed, the registrar then makes a decision after studying the documents and issues the certificate of conversion.
Note: E-Forms are now filed with the Registrar of Companies.

• Voluntary Conversion
1. When an OPC is incorporated, the conversion cannot happen before two years. The procedure of voluntary conversion of an OPC into a private limited company falls under the section 18 of the Companies Act.
2. The company can convert into another company coming under the same act by the modification of the memorandum of the association and articles of the association in accordance with the provisions.
3. An application has to be made by the company to register along with the relevant documents which are essential for the conversion.
4. On submission of all relevant documents, the registrar has the power to issue a certificate of incorporation. The registration of the company under this act will not affect any liabilities, debts, or obligation before and after the conversion.
5. After the conversion is done, it is obligatory for a private limited company to have a paid up share capital of Rs. 50 lakh and also an annual turnover should not be less than 2 crores, failing which, it can convert back to an OPC by passing of a special resolution.
6. From above, you would have got to know the requirements to convert a One Person Company to a Private Limited company. Basically, you should know that for a voluntary conversion, you need to wait for a couple of years from the incorporation of the OPC. After the conversion, it can still be converted to an OPC on a specual resolution.

Advantages of conversion from OPC to private limited company


Members Count

In a private limited company there must be a minimum of 2 people involved who would be share the roles of both shareholders & directors and to a maximum of 200 members.

Liability

Legal protection for the shareholders are the main reason why businesses seek to go the private limited route.

Middle ground

Private Limited companies provide the best of two worlds having the legal protection as well as keeping the process simpler.

Capital Limited

The initial capital limits the shareholders with the company in terms of theoretical value of shares and any paid in return to the set company.

Business Credibility

Unlike normal Partnership firms, LLP firms, companies are given more recognition as they are regulated in company point of view by law.

Continuity of Existence

The company would exist in succession fashion as the governmental body treats it as a separate entity in terms of law.

Documents for OPC to Private Limited Company Conversion


Passport size photograph of Directors

Copy of Aadhaar Card/ Voter identity card

Copy of PAN Card of the Directors

Electricity/ Water bill (Business Place)

Landlord NOC (Format will be provided)

MOA/AOA of OPC

Latest financial statements of OPC

NOC from member and creditors

Call Us at : 8422985681 / 9833628008


PACKAGES


Basic

13999/-
Inclusive all taxes

2 DIN
2 DSC
MOA alteration
AOA alteration
Intimation to ROC
PAN & TAN
Certificate of Incorporation
Share Certificate

Premium

16999/-
Inclusive all taxes

2 DIN
2 DSC
MOA alteration
AOA alteration
Intimation to ROC
PAN & TAN
Certificate of Incorporation
Share Certificate
PAN surrender
Department follow up
Trademark filing
GST registration

Standard

15999/-
Inclusive all taxes

2 DIN
2 DSC
MOA alteration
AOA alteration
Intimation to ROC
PAN & TAN
Certificate of Incorporation
Share Certificate
PAN surrender

Note:

  • The above price may vary due to stamp duty in various states
  • Trademark filing excludes government fees

Procedure of OPC to Private Limited Company Conversion

1

Eligibility check and information

1-2 working days

Our experts will check whether your OPC is eligible for the conversion or not and gather all the necessary information and documents required for your conversion.
2

Document Review & Completion

3-4 working days

Our team will review all the documents and prepare the requisite forms to be filed with the ministry.
3

Document Submission

1-2 working days

After the review of all the documents required, we will submit them to the MCA and once it gets approved by the ministry we will send the MOA & AOA and fresh COI via mail and DSC through courier.

Ways under which OPC can be converted to a private company

    Voluntary conversion

  • OPC could only be voluntarily converted to private company after 2 years of its incorporation.
  • OPC total paid up share capital should not exceed INR 50 lacs at the time of incorporation, and turnover should not exceed 2 crores.
  • NOC from creditors and member needs to be obtained and along with that a special resolution need to passed and filed with the ROC.
  • Application for conversion has to be filed in form INC 6 with registrar of companies

    Compulsory Conversion

  • Mandatory conversion of the OPC has to be made if paid up capital and turnover exceeds the above mentioned limit.
  • Within 60 days a intimation in form INC 5 has to be submitted to ROC regarding the mandatory conversion.
  • The conversion must take place within 6 months from the date, the paid up capital exceeded 50 lacs or the last day of the relevant period during which turnover exceeded or equals to 2 crores.
  • The process of conversion will be same as described above in voluntary conversion.

FAQ’s About OPC to Private Limited Company Conversion

  • Does the ROC issue fresh certificate of incorporation after conversion?

    Yes, after the conversion of OPC to private company, the ROC will issue fresh COI.
  • What is a Private limited company ?

    A private limited company is treated as a business entity dealt completely by private ownership. The provisions of company Act 2013. For the registration of a Private limited company it is mandatory to have four roles defined sorted namely 2 Directors and 2 Shareholders. It is not necessary to have four different people to be part of the establishment, a person can act as both the shareholder and one of the directors.
  • What is the Memorandum of Association (MOA) and the Articles of Association (AOA) of a company and what is the procedure in their regard?

      On receipt of the name approval letter from the ROC the MOA and the AOA are required to be drafted. The MOA states the main, ancillary / subsidiary and other objects of the proposed company. The AOA contains the rules and procedures for the routine conduct of the proposed company. It also states the authorized share capital of the proposed company and the names of its first / permanent directors. After the MOA and AOA are required to be stamped.
  • Minimal Capital involved in registering as a private limited ?

    There is no Set capital required as mentioned by 2013 governmental laws, if there is a additional capital involved we can sort it out via additional stamp duty.
  • How is the certificate of incorporation issued?

    After all the documents are filed, the ROC calls the attorney on a specific date for scrutiny and making the corrections in the MOA and AOA filed. On complying with the same, the certificate of incorporation is granted to the attorney.
  • What are the things to expect after conversion ?

    1. Members Count : In a private limited company there must be a minimum of 2 people involved who would be share the roles of both shareholders & directors and to a maximum of 200 members
    2. Liability - Legal protection for the shareholders are the main reason why businesses seek to go the private limited route.
    3. Middle ground - Private Limited companies provide the best of two worlds having the legal protection as well as keeping the process simpler.
    4. Capital Limited - The initial capital limits the shareholders with the company in terms of theoretical value of shares and any paid in return to the set company.

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