Convert OPC to Private Limited Company

Unlock funding opportunities by converting your OPC into a Private Limited Company.

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Know about conversion of OPC to a Private Limited Company

Converting a One Person Company (OPC) into a Private Limited Company (PLC) opens up new opportunities, including easier access to funding. An OPC can voluntarily convert into a PLC without meeting the usual requirements for paid-up share capital and average annual turnover. The conversion process involves applying to the Central Government after amending the Memorandum of Association (MoA) and Articles of Association (AoA). The company retains its legal existence, along with all rights and liabilities, post-conversion. Additionally, the converted Private Limited Company must have a minimum of two shareholders and directors. This conversion supports business growth and provides access to additional funding options such as private placements, ESOPs, and more.

Benefits of Conversion of OPC to a Private Limited Company

Easier to Raise Funds

Raising funds is relatively easier for a private limited company, as it allows the issuance of shares and offers various funding options such as private equity, ESOPs, and more.

Limited Liability of Owners

The company’s obligations or debts do not affect the personal assets of its owners. Their liability is limited solely to the unpaid portion of the capital they have subscribed to.

Taxation Benefits

One Person Company (OPC) is not separately recognized under the Income Tax Act and is therefore taxed like other companies. Private companies fall under a 30% tax bracket on their total income. As a result, from a tax perspective, OPCs are less advantageous since they bear a relatively heavy tax burden.

Separate Legal Existence

When a Private Limited Company is registered, it becomes a distinct legal entity separate from its owners and managers. The company can operate in its own name—opening bank accounts, owning assets, entering contracts, and even suing or being sued in its own capacity.

Documents Required to convert OPC to Pvt Ltd company

PAN Card

PAN Card of shareholders and directors
Passport required for foreign nationals

Identity Proof

Voter ID, Passport, or Driving License of shareholders and directors

Address Proof

Telephone bill, electricity bill, or recent bank statement of shareholders and directors

Photograph

Recent passport-sized photograph of shareholders and directors

NRI

For NRIs or foreign nationals, the partner’s documents must be notarized or apostilled.

Financial Statements

Duly certified copy of the latest audited financial statements

Incorporation documents of the OPC

Certificate of Incorporation, Memorandum of Association (MoA), and Articles of Association (AoA) to be submitted

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Call us at: 9414883452 or Email us : contact@submitreturn.com

Convert OPC into Private Company in 3 Easy Steps

1. Answer Quick Questions

2. Experts are Here to Help

Dedicated Relationship Manager assigned
Procurement of Digital Signature Certificates (DSC)
Obtain approval from the Central Government for voluntary conversion
Increase in authorized share capital
Amendment of Memorandum and Articles of Association (MoA & AoA)
Application for PAN and TAN

3. Your Company is Registered

*Subject to government processing times.

Process of converting OPC to Pvt. Ltd.

Days 1–2

Day 3 – 8

Day 9 – 15

Day 16 onwards

Explore one person company to private limited company conversion

Frequently Asked Questions

What are the conditions for converting OPC to a private limited company?

As per Rule 6 of the Companies (Incorporation) Second Amendment Rules, 2021, there are no longer any specific conditions to be fulfilled for conversion. However, prior to this amendment, the following conditions applied:

– The paid-up share capital of the OPC exceeded ₹50 lakh
– The annual turnover exceeded ₹2 crore for three consecutive years

Whether the OPC can voluntarily proceed for its conversion?

Yes, an OPC can voluntarily convert into a Private or Public Company by meeting the required criteria. For conversion into a Private Limited Company, a minimum of 2 directors and 2 shareholders is required. For a Public Company, at least 3 directors and 7 shareholders must be appointed, as per the Companies Act, 2013.

Can an OPC be converted or incorporated as a non profit organization?

No, an OPC cannot be incorporated or converted into a company for non-profit or charitable purposes. It is also not permitted to engage in non-banking financial activities or investment-related operations, including investing in the securities of any corporate entity.

What is the effect after conversion of OPC to a private limited company on the liabilities of the previous company?

After conversion, the company’s liabilities, debts, or obligations remain unaffected. The company continues to be responsible for all obligations incurred prior to the conversion.

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