Question 1

What are the eligibility criteria for converting OPC to Private Limited Company?

Accepted Answer

To convert an OPC to a Private Limited Company, the business must meet certain conditions: 1) The OPC must have completed at least 2 years from the date of incorporation, unless the paid-up share capital exceeds ₹50 lakhs or average annual turnover exceeds ₹2 crores, 2) The conversion requires at least one additional shareholder besides the existing member, as a Private Limited Company needs a minimum of 2 shareholders, and 3) The OPC must be compliant with all statutory requirements like filing of annual returns and financial statements.

Question 2

What are the key advantages of converting from OPC to Private Limited?

Accepted Answer

The major advantages include: 1) Unlimited growth potential as Private Limited Companies have no restrictions on turnover or paid-up capital, 2) Enhanced ability to raise capital through additional shareholders and investors, 3) Improved credibility and business image in the market, 4) Easier to transfer ownership through share transfers, 5) Perpetual succession regardless of the status of original members, and 6) Potential for greater tax benefits and optimization strategies due to more flexible corporate structure.

Question 3

What documents are required for OPC to Private Limited conversion?

Accepted Answer

The required documents include: 1) Board resolution and shareholder special resolution approving the conversion, 2) Altered Memorandum of Association (MOA) and Articles of Association (AOA), 3) Details of minimum two directors and shareholders, 4) Declaration by directors regarding compliance with the Companies Act, 2013, 5) Audited financial statements of the past financial year, 6) No Objection Certificate from existing creditors, if any, 7) Consent letters from new shareholders, and 8) Proof of registered office address.

Question 4

How long does the OPC to Private Limited conversion process take?

Accepted Answer

The entire conversion process typically takes 4-6 weeks. This timeline includes: 1) Preparation of documents and obtaining necessary consents (1 week), 2) Filing of MGT-14 for special resolution (3-5 days), 3) Filing of INC-6 conversion application with ROC (1-2 weeks for processing), 4) Receiving the new Certificate of Incorporation (1-2 weeks after approval). However, the timeline may vary depending on the ROC office's workload and whether any compliance issues arise during the process.

Question 5

What happens to the existing assets, liabilities, and contracts of the OPC after conversion?

Accepted Answer

The conversion is primarily a change in the company's legal structure, not the formation of a new entity. Therefore, all existing assets, liabilities, pending legal proceedings, and contracts of the OPC are automatically transferred to the Private Limited Company. The company's PAN, TAN, GST registration, and bank accounts remain the same. However, the company will need to update its name on various documents to reflect the change from 'OPC' to 'Private Limited'. No fresh tax registrations are required, but the change should be intimated to tax authorities.

Convert OPC to Private Limited Company India | Advisorate

Why Convert from OPC to Private Limited?

Growth Potential

Capital Raising

Enhanced Credibility

Process of OPC to Private Limited Company Conversion

Convene a Board Meeting

Obtain Shareholder Approval

File an Application for Conversion

Approval from ROC

Documents Required for OPC to Private Limited Conversion

1Organizational Documents

2Company & Financial Documents

Timeline for Completion

Estimated Timeline

Week 1

Week 2

Week 3

Week 4-5

OPC to Private Limited Conversion Services

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