One Person Company Registration

Know about conversion of OPC to a Private Limited Company

By converting an One Person Company (OPC) to a Private Limited Company (PLC), new opportunities for benefits such as fund raising can be pursued. An OPC can be converted into a PLC voluntarily, without fulfilling the criteria of paid-up share capital and average annual turnover. After altering the Memorandum of Association (MoA) and Articles of Association (AoA) of the OPC, an application for conversion is made to the Central Government. The company's legal existence continues even after the conversion, along with its rights and liabilities. However, to fulfill the minimum requirements, a minimum of two shareholders and directors must be appointed after the conversion to a Private Company. Conversion offers growth opportunities and additional funding options such as private placement funding, ESOPs, and many more.


Benefits of Conversion of OPC to a Private Limited Company

Easier to Raise Funds

Private limited companies have relatively easier access to raising funds as they can issue shares and have multiple options to raise funds, including private equity, ESOP, and other methods.

Limited Liability of Owners

The debts or obligations of a company do not have an impact on the personal assets of the owners. Their liability is only limited to the capital they have subscribed to and left unpaid.

Taxation Benefits

It's worth noting that the One Person Company (OPC) doesn't have a separate recognition under the Income Tax Act, which means it's taxed the same as other companies. Private companies, for instance, are taxed at a 30% rate on their total income. Consequently, the OPC concept may not be as appealing from a taxation standpoint, since it can potentially place a considerable financial burden on the company.

Separate Legal Existence

After registering, a Private Limited Company is recognized as a separate legal entity from its owners and managers, which allows it to operate under its own name. This includes the ability to open bank accounts, acquire assets, and enter into contracts with other parties. Furthermore, the company's legal status provides the power to take legal action against third parties if required.


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

In case of NRI or Foreign National, documents of partner must be notarized or apostilled

Financial Statements

Duly certified copy of latest audited Finacial Statements

Incorporation documents of the OPC

Certificate of Incorporation, MoA & AoA to be provided


Convert OPC into Private Company in 3 Easy Steps

1. Answer Quick Questions
  • Spare less than 10 minutes to fill in our questionnaire
  • Provide basic details & documents required for registration
  • Make payment through secured payment gateways
2. Experts are Here to Help
  • Assigned Relationship Manager
  • Procurement of Digital Signatures (DSC)
  • Approval from Central Government for Voluntary Conversion
  • Increase in the Authorized Share Capital
  • Alteration of MoA & AoA
  • Application for PAN & TAN
3. Your Company is Registered
  • All it takes is up to 20 working days*
*Subject to Government processing time

Process of converting OPC to Pvt. Ltd.

Day 1-2
  • Consultancy and assistance for conversion
  • Collection of basic information & documents
  • Application of DSC of new director
Day 3 – 8
  • Drafting of necessary resolutions
  • Drafting of other required documents & affidavit
  • Alteration of MoA & AoA
  • Provide required documents drafted after the signature
Day 9 – 15
  • Online filing of form for alteration in MoA & AOA
  • Government processing time to approve the application*
Day 16 onwards
  • Online filing of form INC – 6 for voluntary conversion

Explore one person company to private limited company conversion

Frequently Asked Questions


Rule 6 of Companies (Incorporation) Second Amendment Rules, 2021, there are no such conditions that need to take care of. However, the below mentioned conditioned were applied before the second amendment rules, 2021: – If the paid-up share capital of the OPC hits more than ₹ 50 lakh. – If the annual turnover exceeds ₹ 2 crores consecutively for the last three (3) years.

Yes, OPC can voluntarily convert itself into a Private Company or Public Company with adherence to the basic criteria to fulfill. In the case of Private Limited, 2 directors and shareholders are necessary. For, public company, a minimum of 3 directors and 7 shareholders are mandatory as per the Companies Act 2013.

NO, an OPC cannot be incorporated as or converted into a company for non-profit, charitable purpose, and it cannot carry out non-banking, financial, or investment activities including investment in securities of any corporate body.

After the conversion, the liabilities, debts or obligation of the company shall not be affected in any way. Hence, the company shall be liable for all its previous obligations.

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