Conversion of Private Company into OPC

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Steps to convert Private Company into OPC

Fill the form and provide documents

Just fill your contact details and share the required documents for conversion.

Sign and share the documents

Our team will share the documents for signatures, just sign and share scanned copies.

Filing of registration application

Registration application is filed with concerned authority and we will keep you updated on its status.

Overview

The conversion of a Private Limited Company (PLC) into an One Person Company (OPC) is governed by the Companies Act, 2013.
During the conversion process, the responsibilities and contractual obligations of the company before the conversion remain unaffected. All claims, liabilities, and obligations will continue to be enforceable by law, and the resulting OPC will be liable for them. The conversion presents an opportunity for entrepreneurs to enjoy the benefits of an OPC structure while preserving the existing legal standing of the company.

Documents Required

MOA and AOA of the Private Company
Certified copy of the board resolution approving the conversion
Written consent of the shareholder agreeing to the conversion
Written consent of the proposed director of the OPC
Affirmation of eligibility and compliance by the sole member/shareholder and proposed director.
If applicable, a No Objection Certificate (NOC) from creditors
PAN cards of the sole member/shareholder and proposed director
Passport-sized photographs of the sole member/shareholder and proposed director
Identity and address proof of the sole member/shareholder and proposed director
Proof of address for the registered office of the OPC
DSC of the sole member/shareholder and proposed director
Form INC-6 (Application for Conversion of a Company into an OPC)
Form INC-27 (Conversion of Public Company into Private Company or Private Company into One Person Company).

Process of Conversion

Board Meeting and Director Consent:
~Hold a board meeting and pass a resolution proposing the conversion to OPC.
~Obtain written consent from the director agreeing to become the sole director of the OPC.
Shareholder Consent:
Obtain written consent from the shareholders approving the conversion to OPC.
Affidavit and Declaration:
Submit an affidavit and declaration affirming eligibility and compliance with OPC requirements.
NOC from Creditors:
If there are outstanding debts or liabilities, obtain a No Objection Certificate (NOC) from creditors.
Application for Conversion:
File Form INC-6 (Application for Conversion of a Company into a One Person Company) with the ROC.
Notice of Conversion:
File Form INC-27 (Conversion of Public Company into Private Company or Private Company into One Person Company) with the ROC.
New MOA and AOA:
Prepare new Memorandum of Association and Articles of Association reflecting the OPC structure.
Director Identification Number:
If the director does not have a DIN, apply for DIN using Form DIR-3.
Digital Signature Certificate:
Obtain a DSC for the director and shareholder.
Approval and Certificate:
ROC will issue a fresh Certificate of Incorporation for the OPC after reviewing the application.
Update Registrations:
Update PAN, TAN, and other registrations, licenses, permits, and approvals with the new OPC details.

Benefits of Conversion

Limited Liability: Provides limited liability protection, separating personal assets from company liabilities.
Sole Ownership: Owner becomes the sole shareholder and director, ensuring complete control and decision-making authority.
Reduced Compliance: Fewer compliance requirements with only one shareholder and director, reducing administrative burden.
Flexibility: More operational flexibility with no requirement for annual general meetings or additional directors.
Separate Legal Entity: OPCs are distinct legal entities, enhancing credibility and creating a separate business identity.
Easier Fundraising: Conversion can facilitate fundraising and attracting investors due to the structured legal entity.
Continuity of Business: Business operations continue seamlessly with the same assets, liabilities, and legal standing.
Tax Benefits: OPCs can benefit from corporate tax rates and deductions available to private limited companies.
Enhanced Image: OPC status can enhance the company’s image, especially in dealings with clients, vendors, and financial institutions.
Ease of Succession Planning: Straightforward succession planning, allowing the sole owner to transfer ownership rights to a nominee easily.

Why BizReg?

We execute legal work of many companies and LLPs every month, by leveraging our tech capabilities, and the expertise of our team of legal professionals. Come on board and experience the ease and convenience! By handling all the paperwork, we ensure a seamless interactive process with the government. Our team of experienced business advisors and legal professionals, you are just a phone call away.