OPC to Private Limited Conversion
Quick Answer
OPC to Private Limited Conversion India is a statutory process under the Companies Act, 2013 that allows a One Person Company (OPC) to convert into a Private Limited Company. This conversion is necessary when the OPC's paid-up share capital exceeds ₹50 lakh or average annual turnover exceeds ₹2 crore, or voluntarily to accommodate more members.
OPC to Private Limited Conversion — detailed explanation below
Governing Act — OPC to Private Limited Conversion India
The conversion of an OPC to a Private Limited Company is governed by the Companies Act, 2013, specifically Section 18 and Rule 6 of the Companies (Incorporation) Rules, 2014. These provisions outline the eligibility, procedure, and documentation required for such business changes. The Ministry of Corporate Affairs (MCA) administers the process through the ROC.
Government Department & Website for OPC to Private Limited Conversion India
The Ministry of Corporate Affairs (MCA) is the governing body for OPC to Private Limited Conversion India. All filings are done electronically through the MCA portal at www.mca.gov.in. The relevant forms are submitted via the SPICe+ (Simplified Proforma for Incorporating Company Electronically) system or separate e-forms as prescribed.
OPC to Private Limited Conversion India Application Process
The process for OPC to Private Limited Conversion India involves the following steps:
- Board Resolution: Pass a board resolution approving the conversion and alteration of the Memorandum of Association (MoA) and Articles of Association (AoA).
- Shareholders' Consent: Obtain consent from the sole member (and any nominee) to convert.
- Filing Form INC-6: File Form INC-6 (Application for conversion of OPC to Private Limited) with the ROC, along with the altered MoA and AoA.
- Payment of Fees: Pay the prescribed government fee based on the authorized capital.
- Issuance of Certificate: Upon approval, the ROC issues a fresh Certificate of Incorporation confirming the conversion.
Key Forms Required for OPC to Private Limited Conversion India
The key forms for OPC to Private Limited Conversion India are:
- Form INC-6: Application for conversion of OPC into Private Limited Company.
- Form INC-7: For incorporation of a company (if applicable).
- Form INC-22: Notice of situation of registered office.
- Form DIR-12: Particulars of directors.
- Altered MoA and AoA: Reflecting the new structure with minimum two directors and two shareholders.
Eligibility Criteria for OPC to Private Limited Conversion India
An OPC can convert to a Private Limited Company voluntarily or mandatorily if:
- The paid-up share capital exceeds ₹50 lakh.
- The average annual turnover during the relevant period exceeds ₹2 crore.
- The OPC has at least two directors and two members after conversion.
- The company is compliant with all statutory filings under the Companies Act.
Timeline for OPC to Private Limited Conversion India
The timeline for OPC to Private Limited Conversion India depends on the ROC's processing time. The process involves filing forms and obtaining approvals, but no specific duration can be guaranteed. It is advisable to ensure all documents are accurate to avoid delays.
Fees for OPC to Private Limited Conversion India
The government fees for OPC to Private Limited Conversion India are based on the authorized capital of the company. Below is the fee structure as per the Companies (Registration Offices and Fees) Rules, 2014:
| Authorized Capital (₹) | Government Fee (₹) |
|---|---|
| Up to 1,00,000 | 500 |
| 1,00,001 to 5,00,000 | 2,000 |
| 5,00,001 to 10,00,000 | 4,000 |
| 10,00,001 to 25,00,000 | 5,000 |
| Above 25,00,000 | 5,000 + 0.1% of capital above 25,00,000 |
Note: Additional fees may apply for late filings or other services.
Frequently Asked Questions
What is OPC to Private Limited Conversion India?
OPC to Private Limited Conversion India is the legal process under the Companies Act, 2013 where a One Person Company (OPC) is converted into a Private Limited Company. This allows the company to have more members and raise capital easily.
Why would an OPC need to convert to a Private Limited Company in India?
An OPC must convert to a Private Limited Company if its paid-up capital exceeds ₹50 lakh or average turnover exceeds ₹2 crore. Voluntary conversion is also done to bring in more shareholders or directors for business changes.
What are the eligibility criteria for OPC to Private Limited Conversion India?
The OPC must have at least two directors and two members after conversion. It should be compliant with all statutory filings. Mandatory conversion triggers are capital above ₹50 lakh or turnover above ₹2 crore.
Which forms are required for OPC to Private Limited Conversion India?
The key form is INC-6 (Application for conversion). Other forms include altered MoA and AoA, Form INC-22 for registered office, and Form DIR-12 for director details.
What is the government fee for OPC to Private Limited Conversion India?
The fee depends on authorized capital. For capital up to ₹1 lakh, fee is ₹500; up to ₹5 lakh, fee is ₹2,000; up to ₹10 lakh, fee is ₹4,000; up to ₹25 lakh, fee is ₹5,000; above that, ₹5,000 plus 0.1% of excess.
Can an OPC voluntarily convert to a Private Limited Company in India?
Yes, an OPC can voluntarily convert to a Private Limited Company even if the mandatory thresholds are not crossed. This is often done to facilitate business changes like bringing in investors or expanding the board.
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