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Conversion of OPC to Private Limited

About of Service

  • Structuring and Planning:

    • Advising on the conversion process, evaluating eligibility criteria, and determining the optimal structure for the Private Limited Company based on client requirements.

  • Regulatory Compliance:

    • Ensuring compliance with the Companies Act and other applicable laws and regulations governing the conversion of OPC to Private Limited Company.

  • Documentation Preparation:

    • Drafting necessary documents such as board resolutions, shareholder resolutions (if applicable), amended Memorandum and Articles of Association (MOA/AOA), and other required filings.

  • Filing and Submission:

    • Managing the filing process with the Registrar of Companies (ROC) or equivalent regulatory authority, including submitting required forms and paying applicable fees.

  • Legal Review and Due Diligence:

    • Conducting legal due diligence to verify compliance with statutory requirements, ensuring all documentation is accurate and complete.

  • Shareholder Communication:

    • Facilitating communication with shareholders regarding the conversion process, ensuring transparency and addressing any queries or concerns.

  • Post-Conversion Compliance:

    • Advising on post-conversion obligations, such as updating statutory registers, obtaining new PAN and TAN (Tax Deduction and Collection Account Number), and complying with ongoing regulatory requirements.

  • Tax Implications:

    • Providing guidance on tax implications associated with the conversion, including GST registration updates, if applicable.

  • Trademark and Intellectual Property:

    • Assessing and managing any impacts on existing trademarks or intellectual property rights during the conversion process.

  • Strategic Advisory:

    • Offering strategic advice on corporate governance, capital structure, and operational implications post-conversion to optimize business operations and compliance.

    • Uses and Benefits
    • Initial Assessment and Structuring: Evaluating the feasibility and eligibility for conversion based on regulatory requirements and client objectives.
    • Regulatory Compliance: Ensuring full compliance with the Companies Act and other relevant regulations governing the conversion process
    • Documentation Preparation: Drafting and preparing necessary documents such as board resolutions, shareholder resolutions (if required), amended Memorandum and Articles of Association (MOA/AOA), and other statutory filings.
    • Filing and Submission: Managing the filing process with the Registrar of Companies (ROC) or equivalent regulatory authority.
    • Legal and Due Diligence: Conducting legal due diligence to verify compliance with regulatory requirements and ensuring all documentation is accurate and complete.
    • Communication and Coordination: Facilitating communication with shareholders, directors, and regulatory authorities throughout the conversion process.
    • Post-Conversion Compliance: Advising on post-conversion obligations, including updating statutory registers, obtaining new PAN and TAN (Tax Deduction and Collection Account Number), and compliance with ongoing regulatory requirements.

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    Charges Structure & Our Scope of Work

    Additional Disclosure

    1. Conversion Application

    • Application Form: Completed application form for conversion of OPC to a Private Limited Company, including relevant details about the OPC and the new Private Limited Company.
    • Conversion Resolution: Copy of the board resolution or member’s resolution approving the conversion from OPC to Private Limited.

    2. Company Information

    • Company Details: Information about the OPC, including its name, registration number, address, and nature of business.
    • New Company Details: Details of the proposed Private Limited Company, including the new name (if changed), registration number, and address.

    3. Compliance with Statutory Requirements

    • Minimum Share Capital: Evidence that the company meets the minimum share capital requirement for a Private Limited Company.
    • Shareholding Structure: Details of the shareholding structure post-conversion, including the number of shareholders and their respective shareholdings.

    4. Financial Statements

    • Recent Financial Statements: Latest audited financial statements of the OPC to assess its financial health prior to conversion.
    • Share Capital Changes: Information on any changes in the share capital structure resulting from the conversion.

    5. Corporate Governance

    • Board Composition: Details of the board of directors and their appointment post-conversion, including names, addresses, and designations.
    • Articles of Association (AOA): Copy of the amended Articles of Association of the Private Limited Company, incorporating provisions specific to a Private Limited entity.

    6. Regulatory Filings

    • Registrar of Companies (RoC) Filing: Copies of all forms and documents submitted to the RoC for the conversion, such as Form INC-6 (for conversion of OPC to Private Limited) and other required attachments.
    • Approval from Authorities: Evidence of approvals or no objection certificates obtained from regulatory authorities, if applicable.

    7. Shareholder and Director Information

    • Director's Consent: Consent from new directors, if any, and their declarations regarding their eligibility to act as directors.
    • Shareholder Agreements: Details of any agreements between the shareholders or between the shareholders and the company, including their terms and conditions.

    8. Legal and Compliance Declarations

    • Legal Compliance: Declaration stating that the company is compliant with all applicable laws and regulations required for conversion.
    • No Pending Litigation: Confirmation that there are no pending litigations or disputes that could affect the conversion process.

    9. Internal Documentation

    • Resolution Records: Copies of resolutions passed by the board or members approving the conversion and the new governance structure.
    • Communication Records: Records of communication with the RoC or other authorities regarding the conversion process.

    10. Tax Compliance

    • Tax Registration: Updates to tax registrations (e.g., PAN, GST) to reflect the new status of the company as a Private Limited entity.
    • Tax Filings: Confirmation of compliance with tax filings and clearances prior to conversion.

    11. Notifications to Stakeholders

    • Stakeholder Communication: Details of how the company has communicated the conversion to stakeholders, including customers, suppliers, and employees.
    • Public Notice: If required, copies of any public notices or advertisements regarding the conversion.

    12. Contact Information

    • Point of Contact: Contact details for the company’s legal or compliance representative who can provide additional information or address queries related to the conversion process.

    Terms & Conditions

    Documents & Detail Required

    The documents required for the conversion of an OPC (One Person Company) to a Private Limited Company typically include:

    1. Board Resolution: A resolution passed by the board of directors of the OPC approving the conversion to a Private Limited Company and authorizing the filing of necessary documents.

    2. Shareholder Resolution: A special resolution passed by the shareholder(s) of the OPC approving the conversion, especially if required by the Articles of Association of the company.

    3. Amended Memorandum of Association (MOA): The MOA of the OPC needs to be amended to reflect the change in structure and objectives as a Private Limited Company.

    4. Amended Articles of Association (AOA): The AOA must also be amended to align with the requirements and regulations applicable to a Private Limited Company.

    5. Form INC-5: This form is required under the Companies Act, 2013 (in India) and is used for application and declaration for conversion of an OPC into a Private Limited Company.

    6. Form INC-6: This form is used for making an application to the Registrar of Companies (ROC) for conversion of an OPC into a Private Limited Company, along with the required documents and fees.

    7. Identity Proof: Identity proofs (such as PAN card, Aadhaar card, passport, etc.) of the shareholders and directors of the Private Limited Company.

    8. Address Proof: Address proofs (such as Aadhaar card, passport, utility bills, etc.) of the shareholders and directors of the Private Limited Company.

    9. Proof of Registered Office: Documents verifying the registered office address of the Private Limited Company, such as rental agreement, lease agreement, or property documents.

    10. **Director Identification Number (DIN)****: DIN of the directors of the Private Limited Company, if not already obtained.

    11. Digital Signature Certificate (DSC): DSC of the directors or authorized signatories for signing the e-forms required for the conversion process.

    12. NO Objection Certificate (NOC): NOC from creditors, if applicable, confirming that they have no objection to the conversion of the OPC into a Private Limited Company.

    13. Financial Statements: Audited financial statements of the OPC up to the date of conversion, if required by the ROC or as per regulatory guidelines.

    14. Other Documents: Any other documents as may be required by the ROC or regulatory authorities based on specific circumstances or jurisdictional requirements.

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    OUR REVIEW

    FAQ'S

    What is the difference between an OPC and a Private Limited Company (PLC)?

    An OPC is a type of company that can be formed with a single promoter, while a Private Limited Company requires a minimum of two shareholders and directors.

    Why should I convert my OPC to a Private Limited Company?

    Converting to a Private Limited Company allows for the expansion of business operations, access to external funding opportunities, and better credibility in the market due to stricter compliance requirements.

    What are the eligibility criteria for converting an OPC to a Private Limited Company?

    The OPC must have completed two years from the date of incorporation and its paid-up capital should not exceed Rs. 50 lakhs or turnover Rs. 2 crore in the immediately preceding financial year.

    What is the process for converting an OPC to a Private Limited Company?

    The process involves obtaining board and shareholder resolutions, amending the Memorandum and Articles of Association, filing Form INC-5 and Form INC-6 with the Registrar of Companies, and complying with regulatory requirements.

    Do I need to change the name of my company during the conversion?

    Not necessarily. The company can retain its existing name if it meets the requirements under the Companies Act and is available for registration.

    What documents are required for the conversion process?

    Documents include board resolutions, shareholder resolutions (if applicable), amended Memorandum and Articles of Association, identity proofs, address proofs, NOC from creditors (if any), financial statements, and various forms prescribed under the Companies Act.