OPC to Private Limited Conversion

Everything you need to know about OPC to Private Limited Conversion

What is OPC to Private Limited Company Conversion?

OPC to Private Limited Company Conversion is the process of converting a One Person Company (OPC) into a Private Limited Company, enabling growth, more shareholders, and access to additional resources.

  • Eligibility: Conversion is allowed if specific criteria (e.g., capital limits) are met.
  • Board Resolution: The board must approve the conversion.
  • File with RoC: Submit required documents to the Registrar of Companies.
  • RoC Approval: RoC issues a new Certificate of Incorporation.
  • More Shareholders: A Private Limited Company can have up to 200 shareholders.
  • Funding Access: Easier access to investment and capital.

Benefits of OPC to Private limited company conversion

  • More Shareholders: A Private Limited Company can have up to 200 shareholders, allowing for greater flexibility and business expansion.
  • Increased Access to Capital: The company can raise funds more easily through equity investment from multiple shareholders, investors, or financial institutions.
  • Limited Liability Protection: Both OPC and Private Limited Company structures provide limited liability to shareholders, protecting personal assets from company debts.
  • Enhanced Credibility: A Private Limited Company is often seen as more credible by investors, banks, and customers, which can open more business opportunities.
  • Business Growth: The ability to add shareholders, expand operations, and scale the business more effectively.
  • Better Governance: Private Limited Companies must comply with more formal governance structures, including a board of directors, improving management and decision-making. 

Mandatory Criteria for OPC to Private Limited Company Conversion?

  • Paid-Up Capital: Must meet the minimum capital requirement (typically ₹1 lakh).
  • Shareholders: Minimum of 2 shareholders required.
  • Directors: Minimum of 2 directors required.
  • Resolution: The sole member must approve the conversion.
  • Financial Documents: Audited financial statements must be prepared.
  • Filing: Submit required documents to the Registrar of Companies (RoC).

How to Register for OPC to Private Limited Company Conversion?

  • Pass Resolution: Sole member/director approves the conversion in a board meeting.
  • Appoint Additional Director and Shareholder: Appoint at least one director and one shareholder.
  • Prepare Documents: Update MOA and AOA.
  • File with RoC: Submit required documents to the Registrar of Companies.
  • Obtain Approval: RoC issues a new Certificate of Incorporation.
  • Update Records: Update legal records and bank accounts.

Resources for OPC to Private Limited Company Conversion?

  • Legal Advisors: For document preparation and compliance.
  • Chartered Accountant (CA): To audit financials and ensure capital requirements are met.
  • Registrar of Companies (RoC): For filing documents and obtaining approval.
  • Corporate Governance Consultants: To implement proper governance practices.
  • MCA Portal: For filing and submitting required documents online.
  • Banking Institutions: For updating company bank records.
  • Accounting Software: To manage financial records post-conversion.

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