Private Limited to OPc - Single Key Advisory

Conversion of Private Limited to OPC

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Due to a Co-founder or Promoter Leaving a Private Limited Company (PLC), there might arise a requirement for converting a Private Limited Company into a One Person Company (OPC).

Checklist Requirements for the Conversion of PLC to OPC

Here are Some Requirements to be Followed to Convert the Private Limited Company into a One-Person Company :

The Company Should have Suitably Prepared its Books of Accounts as well as its Balance Sheet.
The Company has Lsted and Filed all ROC (Registrar of Companies) Returns.
To Examine Whether the Company has Paid Requisite on the Result of the Share Certificate and that the Share Certificates are Properly Matched with the Payment of Stamp Duty.
The Company has Deducted all TDS (Tax Deducted at Source) and Filed relevant TDS Returns.
The Company has Paid VAT and Service Tax, or GST, and Filed Suitable Returns Before Initiating the Conversion.
To Check Whether the Company is Maintaining a Record of Minutes of the Meeting, For its Board and Shareholders, and Keep Updated Registers at its Registered Office.
The Company is Registered Under the Shop and the Establishment Acts as Per the Applicable State Laws, Where They Control Offices, Shops, Warehouses, etc.
The Company Complies with the Requirements of the Professional Tax, if Applicable in the State Where the Registered Office of the Company is Located and the States in Which it has Employees.
The Company is Registered Under PF, if the Number of Employees is More Than 20 and with ESIC (Employees State Insurance Corporation), if the Number of Employees is More Than 10, and if its Listing Monthly Returns and Paying Dues as Expected Under PF and ESIC.

A Private Limited Company can be Changed into the One-Person Company Based on the Following Provisions :

The provided capital of the company is less than Rs. 50 lakhs.
The annual turn over of the company should be less than Rs. 2 crores during the past three progressive financial years. Additionally, if the company is new, and has not completed three years, then the turnover shall be considered from the date of its incorporation.
The shareholder of the resulting OPC shall be only one individual of Indian nationality.
The shareholder of the OPC is a person residing in India for 180 days of one calendar year.
The shareholder of the resulting OPC must not have incorporated any other OPC, or he/she is not a candidate of any other OPC.
A minor cannot be a member or part of an OPC.

Procedure For Converting a Private Limited Company Into OPC

To begin the process of converting a private limited company into a OPC, a Board Meeting must be conducted to get in-principal approval of the Directors and fix date, time and place for conducting Extra-Ordinary General Meeting (EGM) to obtain the approval of the shareholders of the private limited company by means of a special resolution.

Hence, at the Board Meeting, a support notice of EGM along with Agenda and Explanatory Statement should be annexed to the notice of General Meeting according to the Companies Act, 2013. Further, a Director or Company Secretary should issue Notice of the Extra-ordinary General meeting (EGM) as permitted by the Board. The Notice of the Extra-ordinary General Meeting (EGM) should be issued to all Members, Directors and the Auditors of the company.

As called for in the notice, the Extra-ordinary General meeting (EGM) must be conducted on due date and the special resolution for conversion of private limited company into One Person Company (OPC) must be passed.

After passing the special resolution, the company must file the special resolution passed by shareholders for conversion of private limited company into One Person Company (OPC) with the associated Registrar of Companies. Hence, file form MGT-14 within a period of 30 days of passing of special resolution with the relevant Registrar of Companies, with approved fees and along with subsequent attachments:

To complete the conversion, form INC-6 must be filed for the conversion to One Person Company with the following documents:

A declaration of the form with an affidavit by all the directors that all members and creditors of the company have given consent to the conversion of company into an OPC, and that the paid-up capital of the company is less than Rs. 50 lakhs and that the turnover is less than Rs. 2 crores.
Affidavits from the members confirming the paid-up capital is less than Rs. 50 lakhs and the average turnover is less than two crores in the past three consecutive financial years.
A certificate from a practising Chartered Accountant to confirm that the paid-up capital of the company is less than Rs. 50 lakhs and the turnover is less than two crores.
The latest audited profit and loss account and balance sheet of the company.
No Objection Certificate from all creditors.
List of members and directors of the company.
Copy of the board resolution and the specific resolution taken at the EGM, along with its notices, agenda, and informative statement.
A modified copy of MOA and AOA, including related clauses, required for OPC.

On filing the forms with the relevant document, the Registrar of Companies (ROC) will verify the E-forms and attached documents filed by the company for conversion of private limited company into one person company (OPC). On being satisfied that the company has complied with approved requirements the Registrar will issue a certificate to the effect of conversion of private limited company into one person company (OPC).

What is Included In Our Package?

Frequently Asked Questions(FAQ’s)

What are the main differences between a PLC and OPC?

• A one person company is managed by an individual whereas, PLC is managed in a group.
• In a PLC there is no provision to appoint a nominee to a member of the company. In OPC, since there is only one person, in his/her absence the nominee will take the place of the member
• The number of directors in OPC is one. Whereas, there are 2 directors in a private company.

Can an OPC have employees?

Yes. A one person company means that there will be only one shareholder for the company ownership, and in no way impact the ability to hire employees. An OPC can even have multiple directors.

Can a one person company invest in another company?

Like any other company, an OPC can also spend in another company. An OPC is a sub-category of the private limited company and under its status, it can have a stake in another company, and own the same.

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Conversion of Private Limited to OPC

Checklist Requirements for the Conversion of PLC to OPC

A Private Limited Company can be Changed into the One-Person Company Based on the Following Provisions :

Procedure For Converting a Private Limited Company Into OPC

What is Included In Our Package?

DIN for 1 Director

Digital Signature For 1 Director

Name Approval

MOA/AOA

ROC Registration Fees

Company Pan Card

Frequently Asked Questions(FAQ’s)

What are the main differences between a PLC and OPC?

Can an OPC have employees?

Can a one person company invest in another company?

Testimonial