One-person

Company to Private Limited Company Conversion Process

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How to Start conversion of One-person Company to Private Limited Company

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Overview

As per the provisions of section 18 of the Companies Act, 2013 and the Companies (Incorporation) Rules 2014, the process of converting a one person company into a Private Limited Company has to be performed by a newly incorporated Private Limited Company. However, the conversion process will not affect OPC’s existing debts, liabilities, obligations or contracts.

The introduction of the concept of One Person Company in the Companies Act, 2013 has completely changed the corporate laws in India. OPC registration was a game-changer resulting in acceptance of an entirely new way of setting up business. OPC registration has provided a platform for sole proprietors to enter the corporate sector.

In the topic, we will discuss what is OPC, OPC Registration, method of conversion of OPC into Public and Private Company and the entire process of conversion;

To Understand the Process of Converting One-Person Company to Private Limited Company You have to Know About The Topics Written below

This Article will simplify these topics:

  1. What is One Person Company

  2. What are the main features of OPC Registration

  3. Eligibility Criteria for One Person Company Registration

  4. OPC Registration Process

  5. Conversion Process of One-Person company to public or Private

  6. Process of conversion

  7. Takeaway

One Person Company

A One Person Company is a company that has one person as its members. A member of a company is a subscriber to its Memorandum of Association. So, a one person company is a company which has only one shareholder as its member. Generally, OPC registration is done when there is only one member or promoter for the business. In the initial stages, the businessman prefers OPC registration instead of a sole proprietorship business because of the many benefits that OPC provides.

What are the main features of OPC registration?

    The Key features of One Person Company are :

  1. OPC Registration - The registration of OPC is done as per the Companies Act 2013 and Ministry of Corporate Affairs.
  2. OPC is separate from its members - OPC is treated as a separate legal entity.
  3. Liability of members - The liability of the member is limited to the extent of his share capital.
  4. Criteria for minimum and maximum number of member/s - minimum 1 member and maximum 2 members.
  5. Transferability - Transferable to 1 person only.

Eligibility Criteria for One Person Company Registration

A person (natural person) who is a resident of India in the previous calendar year can apply for OPC registration.

Note - Resident means who has lived in India for 182 days in the previous calendar year.

  • A person cannot include more than one OPC or be a nominee of more than one OPC.
  • For OPC registration, the paid-up capital limit is Rs 50 lakh and the average annual turnover is Rs 2 crore in the immediate preceding financial year. The state of the OPC is lost, if the OPC exceeds this limit.

  • 1 member can form an OPC.
  • OPC registration rules do not allow non-banking financial institutions.

OPC Registration Process

    Here is brief of One Person Company Registration process -

  1. For OPC registration the applicant is required to obtain a DSC (Digital Signature Certificate) issued by the Certifying Authority, as the authenticity of all the documents is ensured by the DSC.
  2. Registration of OPC through RUN (Name Reservation) -
    • RUN service will be used for proposed company name availability
    • Once the name is approved, SPICE form will be filed for the company i.e. (OPC should be incorporated within 20 days from the date of approval of RUN).
    • If the correspondence address and the registered office address are not the same, the company shall file Form INC-22 within 30 days from the date Spice is registered and incorporated.
    • Allotment of DIN (Director Identification Number).
    • Application of PAN and TAN while doing OPC registration through Spice Form INC-32.
    • Electronic MOA and AOA through SPICE Forms (INC-33 and INC-34).
    • A declaration regarding incorporation by an Advocate/CA/CWA/CS stating that all the legal requirements of this Act have been duly complied with. A declaration is given by the professionals involved in the OPC registration process.
    • Nominee has consent that he is desirous of becoming a member of the One Person Company.

Conversion Process of One-person Company to Private Limited Company

Now in this topic, we are taking an in-depth look at the conversion process of OPC into private company and public company-

    Conversion of One Person Company can be done by either-

  1. voluntarily or,
  2. Mandatory.

For voluntary conversion, the OPC shall satisfy the following criteria-

  1. Must have completed at least 2 years from the date of OPC registration.
  2. Application in Form INC-6
  3. The limit of shareholders and directors will have to be increased to the required limit.

For mandatory conversion, OPC shall meet the following criteria-

    The OPC has to compulsorily convert itself into a private or public company, if-

  1. The OPC has to compulsorily convert itself into a private or public company, if-
  2. Notice of Conversion to Form INC-5
  3. Filing Form INC-6.
  4. OPC will have to increase the required limit of directors and shareholders.
  5. Further, if the OPC exceeds the limit prescribed as a statutory body, it needs to be converted into a private or public company and inform the ROC by filing Form INC-5 for the same OPC.

Note - INC-5 will be filed within 60 days of exceeding the limit. An OPC shall file Form INC-6 for the conversion of an OPC into a private or public company

Point to remember- In case of conversion of private company or public company into OPC, the same Form INC-6 will be filed by private company or public company for conversion of itself into OPC.

    The process to convert OPC into private or public company is mentioned below-

  • The company shall give notice to the directors with the agenda at least seven days prior to the date of the meeting for convening a meeting of the Board.
  • Note - For consideration of the conversion, notice will be given in compliance with Secretarial Standard I.

  • To convene a meeting of the Board to decide the day, time, date and place for convening an extraordinary general meeting
  • Approval of requisite documents (Draft Notice, Draft MOA and AOA) before convening the Extraordinary General Meeting.
  • Providing authority to ensure compliance.
  • The resolution passed in the meeting shall be passed to the members and shall be recorded in the minutes book of the company.
  • Note- This shall be signed and dated by the member.

  • The Company (OPC) shall file Form MGT-14 to the ROC within 30 days from the date of passing the resolution along with the required documents-
  • Attested true copy of Board's resolution, minutes and latest financial statements.
  • Note- Once MGT-14 is approved, only INC-5 will be filed for conversion by the company

The Process of Converting One-person Company Private Limited Company Are :

    The company shall give notice to the directors with the agenda at least seven days prior to the date of the meeting for convening a meeting of the Board.

    Note - Notice will be given in compliance with Secretarial Standard I for consideration of the conversion.

  • To convene a meeting of the Board to decide the day, time, date and place for convening an extraordinary general meeting
  • Approval of requisite documents (Draft Notice, Draft MOA and AOA) before convening the Extraordinary General Meeting.
  • Providing authority to ensure compliance.
  • The resolution passed in the meeting shall be passed to the members and shall be recorded in the minutes book of the company.
  • Note- This shall be signed and dated by the member.

  • The Company (OPC) shall file Form MGT-14 to the ROC within 30 days from the date of passing the resolution along with the required documents-
  • Attested true copy of Board's resolution, minutes and latest financial statements.

    Note- Once MGT-14 is approved, only INC-5 will be filed for conversion by the company.

  • Form INC-5 will be filed by the OPC within 60 days from the date of passing the resolution under intimation to the Registrar of Companies. (INC-5 is filed only in case of compulsory conversion).
  • File INC-6 within 1 month from the date of voluntary conversion and (in case of compulsory conversion) within 6 months from the date of compulsory conversion.

Outcome

The OPC registration rules expressly prohibit the conversion of OPCs into non-profit organizations i.e Section 8 companies. However, OPC can voluntarily or compulsorily convert into a private company or a public company after fulfilling the specified criteria. As per the companies Act 2013[1], companies under OPC registration enjoy the following privileges and exemptions.

To get More Information regarding to any Tax Services and Legal Services you can talk to our professional Team Legal Tax

Frequently Asked Questions (FAQs)

One Person Company (OPC) is a company incorporated by one person. Before the commencement of the Companies Act, 2013, not a single person could set up a company.

Companies such as Arkan Diary (OPC) Private Limited and Truffle House (OPC) Private Limited are examples of one person companies.

Yes, the private company will also file Form INC-6 to convert itself into OPC. The paid-up share capital of the private company should not exceed fifty lakh rupees and the average annual turnover at the time of such conversion into OPC should not exceed two crore rupees.

    The main Benefits of Converting a OPC to Private Limited Company:

  • Limited liability
  • Easy to borrow funds
  • Separate Legal Entity
  • Tax Benefits

It is a form of a company where the compliance requirements are lesser than that of a private company. The Companies Act, 2013 provides that an individual can form a company with one single member and one director. The director and member can be the same person.

Under the Companies Act, 2013, the Income Tax Department also gives some benefits to such companies. The salary paid to the Director of an OPC is allowed as a deduction, which is not the case of a proprietorship.

The paid up share capital of private companies should not eclipse fifty lakh rupees and should not have average annual turnover which is more than two crore rupees at the time of such conversion into OPC.

There is no minimum Capital essential to start an OPC Private Limited Company. So, even with zero registered capital, an OPC can be incorporated and can start doing business.

There is no definite tax advantage to an OPC over any other form. The tax rate is flat 30%, other tax provisions like MAT & Dividend Distribution Tax apply as they apply to any other form of company.

The most important advantage of a private limited company is that the owners have limited liability. This means that the shareholders' assets are protected if the company goes into liquidation. If the company goes bankrupt, the owners are only liable for the amount they have invested in the company

A private limited company is a company which is privately held for small businesses. The liability of the members of a Private Limited Company is limited to the amount of shares respectively held by them. Shares of Private Limited Company cannot be publicly traded.

  • It has the contractual capacity of a natural person - the ultra vires rule does not apply.
  • It has limited liability and has a share capital.
  • It has a limit of a maximum of 149 members.
  • It can have a single director.

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