Conversion of One Person Company into Private Limited Company

There are two types of conversion of OPC into Private Limited; one; Compulsory, Second; Voluntary

A. Compulsory

OPC shall be required to convert itself into either into public or private limited company within 6 months from the later date of following;

- The date of increase in paid up share capital beyond INR 50 Lakhs

and

- the last day of the relevant period during which its average annual turnover exceeds INR 2 Crores.

OPC shall within period of 60 days from the date of applicability of Rule 6(1) give notice in INC 5 to ROC informing that it has ceased to be OPC and that it is now required to convert itself into Private limited company. 

How to calculate 60 days?

The period of 60 days would be calculated from the last date of the relevant period, during which its average annual turnover exceeded INR 2 Crores. Relevant period means the period of immediately preceding three consecutive financial years.

Application for conversion(in case of compulsory) to be filed with ROC in INC 6 within 6 months from the date of applicability.

B. Voluntary

One Person Company can convert itself voluntarily only after two (2) years have expired from the date of incorporation.

As per Rule 6(6) of Companies Incorporation Rules 2014, in case of conversion, the minimum number of directors to be 2(two) in case conversion into Private Limited Company

Minimum 3(Three) Directors if conversion into public limited company

The minimum number of members to be 2(two) in case conversion into Private Limited Company

Minimum 7(Seven) Members if conversion into public limited company

The Resolution for alteration of its MOA AOA shall be communicated by member to its company as per Rule 6(3) of Companies Incorporation Rules 2014. 

Application for conversion(in case of voluntary) to be filed with ROC in INC 6 within 30 days from the date of passing resolution.

Brief Procedure:

1. Draft altered AOA MOA
2. Notice of Board meeting

3. Convene Board Meeting to discuss;

a. Appointment of Additional directors 

b. Allotment of Shares or transfer of shares to the prospective members

4. Passing of Resolution

The Resolution for alteration of its MOA AOA shall be communicated by member to its company as per Rule 6(3) of Companies Incorporation Rules 2014.

5. CA certificate

In case of Compulsory conversion, there is a requirement to obtain CA Certificate if the company exceeds average Annual Turnover 

6. Filing of Application in Form INC 6 with ROC within 30 days of Special resolution

7. Filing of eForm MGT 14 within 30 days of passing of the said resolution

8. Printing of Altered MOA AOA

For more details, Contact CS Neha Seth at csnehaseth@gmail.com or call us at 9871903449