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One Person Company (OPC) has some limitations compared to private limited companies. If you plan to convert your OPC to Pvt. Ltd Company (PLC) for better opportunities and facilities, you can apply for the conversion according to the Companies Act, 2013, and the provision of the Companies Incorporation Act, 2014 (Section-18), you can convert your One Person Company to Private Limited Company. The conversion of OPC to a PLC or private limited company will not affect the existing liabilities and debts, obligations, or contracts with other companies of the existing one-person company. The company will turn into a private limited company with all its responsibilities.
An OPC can be converted into a private limited company by passing a special resolution in the Board Meeting. The minimum number of directors of the company must be increased to two. The creditors also have to provide an NOC (No Objection Certificate) in a documented form. After following some other rules, an OPC can be converted to a private limited company.
There are two distinctive ways through which an OPC can be converted into Pvt. Ltd. Company. They are:
1. Voluntary conversion
2. Compulsory conversion
A voluntary conversion to a private limited company is not permitted before the completion of 2 years as One Person Company from the day of incorporation. The next term for voluntary conversion is financial turnover. If the One Person Company’s paid-up share is more than Rs. 50 lakhs or the annual turnover is Rs 2 crores, the company will automatically turn into a voluntary Pvt Ltd Company within 2 months. Once the company fills up the mentioned criteria and converts into a private limited company, The OPC authority needs to inform the ROC (Register of Companies) through the form INC-5 within the next 60 days of voluntary conversion.
If the circumstances of the OPC are like the following, the authority can convert it to Pvt. Ltd. Company.
1. The paid-up share capital crosses the capital of Rs 50 lakhs
2. The average turnover of the last 3 years of consecutive financial years exceeds more than 2 crores.
When these two terms are fulfilled, the company authority can apply for the private limited company conversion in the next 6 months.
The mandatory requirements for One Person Company to Private Limited Company are as follows:
The Memorandum of Association (MoA) and the Article of Association (AoA) of one Person Company have to be altered to the following section of 122(3) of the Companies Act, 2013. These changes must be conducted and implemented during the process of company conversion under Section 18/1 of the Companies Act and the rule of 6(1) of the Company Incorporation Rule of 2014.
While converting OPC to Pvt. Ltd. Company or a Public Limited Company (as the case may be), you must adhere to the minimum requirements of the conversion in rule 6(2) of the Company Incorporation Rule, 2014.
The conversion of OPC to Pvt. Ltd. Company must follow the rules of section 18 of the Companies Act 2013. Then, your company will provide relevant legal requirements for fulfilling the compliance of a Pvt. Ltd. company.
Within 15 days of the Board Meeting, prepare the Draft Minute, and circulate them to all the selected directors to get their comments. You can send it through Speed Post, Hand, Regular Post, Courier, or E-mail. Mention the detailed guidelines on preparing and signing up for the communities of the Board Meeting.
According to the Companies Information Rules, 2014, 6(1), the alteration of the MoA, and AoA of one person or company should be done by passing a resolution that companies the rules of section 122 (3) of the Companies Act, 2013. This compliance makes it easy to convert OPC to Pvt. Ltd. Company.
As a Pvt Ltd company requires at least 2 directors, you have to appoint directors to convert the OPC Company to a private limited company.
Shareholder approval is also essential while planning for OPC to private limited company conversion according to the Companies Act 2013. Written approval is required.
Once all the mentioned processes and steps are completed, you need to file an application to the concerned ROC along with the following documents:
Are you feeling complicated? Don’t worry, Online Legal India is here with you to make the entire job easy. Contact us now.
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When you want to convert your One Person Company to a Private Limited Company, you need to follow some specific process to comply with the Companies Act 2013 and the rules of 2014. Then, you can avail of the benefit of a Private Limited Company.