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CONVERT PVT LTD COMPANY TO OPC Services Overview in India
Private Limited Company under Section 2(68) of the Companies Act, 2013 is a privately held company, whose shares cannot be traded in public at large. There is a restriction on the transfer of shares put by Articles of Association. The maximum number of members is 200 as per Section. Here the liability of each member is limited to their shares only. The shareholders can sell their own shares if the company incurs a loss. One Person Company under Section 2(62) of the Companies Act, 2013 only has one person as its member. The legal compliances are less than that of other companies under the Act. The unique feature of One Person Company is that the sole member of the company has to mention a nominee at the time of registration of One Person Company. So, in case of the death of a sole member, the nominee can choose to become or not become a member of OPC. One Person Companies enjoy several privileges and exemptions under the Companies Act, 2013. Conversion of Private Limited Company to One Person Company is possible. But it has some conditions to be fulfilled such as: The Private Limited Company which has paid-up share capital of 50 lakhs and whose turnover does not exceed 2 crores can be converted into One Person Company. Private Limited Company first needs to take approval from the shareholders by passing a Special Resolution in Extra-Ordinary General Meeting (EGM). This Company requires to attain a No Objection Certificate from the existing members and creditors before passing the resolution. The Shareholder of the proposed One Person Company should be a natural person and resident of India i.e should have stayed in India for not less than 182 days in the previous calendar year. The Private Limited Company must appoint a Nominee for the proposed One Person Company through its Memorandum. The consent of the nominee should have been taken before appointing him or her. A minor is not eligible to become a nominee of One Person Company. The shareholder of One Person Company must not have incorporated any other One Person Company or been a nominee of any other One Person Company. Benefits of conversion from Private Limited Company to One Person Company Limited liability: Most of the Sole proprietors borrow money from some person or financial institutions. This makes them personally liable for all the debts. So if they are not able to repay them through the business it would have to be repaid through their personal assets like car, house, jewelry, etc. This is not the case in One Person Company as their liability is limited and their personal assets are not at stake. Continuous Existence: If the promoter would have been Sole Proprietor rather than One Person Company, the business would come to an end on the death of that sole proprietor. But One Person Company has separate legal existence and on the death of such a person, it will pass to the nominee. This will continue to exist. Less Compliances: As in One Person Company, there is only one director and shareholder, so compliances are less such as annual filings are limited to share certificates and statutory registers. Quick decision making: When there is only one person running a company, the decision-making process is fast. This is because before making a decision there is no need to consult another person for their approval. This saves a lot of time. One Person Company takes real-time decisions and optimum utilization of resources. No Annual General Meeting required: The rules and regulations of One Person Company are not stringent like Private Limited Company. So there is no mandatory requirement to conduct Annual General Meeting. Legal compliance to be fulfilled before converting into OPC: The Company should have properly maintained its Books of Accounts and Balance Sheet. The Company must have been listed and filed all ROC (Registrar of Companies) returns. The Company has deducted all TDS (Tax Deducted at Source) and has filed relevant TDS returns. The Company has paid VAT, Service Tax or GST and filed relevant Returns before initiating the Conversion process. The Company should also maintain a record of Minutes of Meeting for its Board and Shareholders and should keep updated registers at Registered Office. A proof that the Company has paid Stamp Duty on the issue of Share Certificate so that it should endorse the payment. The Company should follow the provisions of Professional Tax. The Company should possess a Registration Certificate under the Shops and Establishment Act of the concerned State to maintain offices, warehouses, and shops. A company must register under Provident Fund (PF) if the employees are more than 20 in the Private Limited Company. Similarly, it is compulsory to register with Employee State Insurance Corporation (ESIC) if the number of employees is more than 10. So the Company must have filed monthly returns under PF and ESIC. Minimum requirements for Conversion: The paid up share capital of Private Limited Company should not be more than 50 lakhs. The annual turnover should not be more than 2 crores. Shareholder- minimum one, Director- minimum one, Nominee- minimum one. One Person can become both a Shareholder and Director. There is no minimum capital required for One Person Company. The name of the Company must include words such as “OPC” or “ One Person Company” The directors of the Private Limited Company should pass a special resolution for acquiring approval from Shareholders. Only natural persons who are residents of India i.e. stayed in India for not less than 182 days in the previous calendar year can become Shareholders of OPC. A minor cannot become a member or shareholder of OPC. Once you become a shareholder of One Person Company then that person cannot become a shareholder or nominee of any other One Person Company.
Steps To Obtain OPC from Pvt Ltd IN INDIA
- Getting NOC ( No Objection Certificate )
- Notice of General Meeting
- HOLDING OF A GENERAL MEETING
- FILING OF REGISTRAR OF COMPANIES (ROC) FORM
- ISSUE OF SHARE CERTIFICATE
A notice is issued in accordance with Section 173(3) of the Companies Act, 2013, for conducting a meeting of the Board of Directors. Purpose of holding this Board meeting is to- 1. Obtain approval of Directors for Conversion of Private Company Limited into One Person Company (OPC) 2. Fix place, date, and time for convening Extraordinary General Meeting (EGM) to get approval of shareholders, ,by Special Resolution, for the Conversion 3. Approve notice of EGM along with laid down Agenda and Explanatory Statement which is to be annexed to the notice of General Meeting as per Section 102(1) of the Companies Act, 2013 4. Authorize the Director or Company Secretary to issue Notice of the Extraordinary General meeting (EGM) as approved by the board before passing such special resolution
As per Section 101 of the Companies Act 2013 notice of EGM in writing is issued a minimum of 21 days before the specific date of the EGM to the following : ● All the Directors ● All Members of the Company ● Auditors of the Company
● Make sure the Quorum is maintained ● Make sure if the Auditor of the Company is present . If not then check whether or not Leave of Absence is granted as per Section 146 of Companies Act, 2013. ● Passing of Special Resolution [Section-114(2)] to urge shareholders’ approval for Conversion of Private Company into One Person Company ● Approval for the Alteration in Memorandum Of Association.
Few E-forms are to be filed with concerned Registrar of Companies at different stages as per the points given below A. E- FORM MGT-14 As per Section 117(3) of Companies Act 2013, A Copy of the special resolution is required to be filed with form MGT-14 within 30 days of passing Special Resolution in the EGM
The Registrar of Companies (RoC) after verifying and satisfied with all the e-Forms submitted and all attached documents filed by Private Company for Conversion to OPC should Issue Share Certificate for its Conversion from Private Company into One Person Company (OPC).
Documents Required for Convert Pvt Ltd Company to OPC Online In India
Documents required:
Directors declaration in the form of affidavit that all the members and creditors of the Company have given consent for Conversion.
A declaration should be given that paid-up share capital is less than 50 lakhs and the annual turnover is less than 2 crores.
A list of members.
A list of creditors.
A Certificate from CA to confirm that the paid-up share capital is less than 50 lakhs and the annual turnover is less than 2 crores.
No objection from all creditors.
Recent audited Balance Sheet and Profit and Loss Account.
A copy of Board Resolution and the special resolution that was passed in EGM, along with its notices, agenda, and explanatory statement.
An altered copy of MOA and AOA, including all the relevant clauses which are necessary for One Person Company.
Post Conversion Requirements:
Arrangement of new PAN of the Company.
Arrangement of Stationery and Letterhead with the name of the new Company.
The Company’s bank account details should be updated.
All the information about Conversion should be given to the authorities.
A copy of the new MOA and AOA.
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FAQ
One Person Company cannot carry on NBFC related activities. It cannot acquire or invest in securities in its own name in other body corporate. It also cannot issue or allot shares to any other person except its members.
NRI cannot register OPC in India as only Indian Citizen or Resident of India i.e. a person should have stayed in India for not less than 182 days in the previous calendar year.
No, FDI into One Person Company cannot be allowed in India. FDI means when a Company takes ownership of a business entity in another country. With this foreign companies get involved in the day-to-day operations of other countries. This not only helps in bringing money but also knowledge, skills and technology.
Yes, an OPC can hire employees as it has restrictions only on the number of people as a member and director. There are no restrictions on hiring employees in the Companies Act, 2013.
The governing laws for the conversion of Private Limited Company into OPC are Section 18 of the Companies Act, 2013 and Rule 7 of the Companies (Incorporation) Amendment Rules 2020.
Yes, One Person Company can invest in another Company.
No, an OPC cannot be converted into an NPO or any charitable institution. It cannot perform financial, investment and non banking operations.
There will be no effect. This means that the previous company will have to pay off its debts or liabilities if any.
According to Section 122 of the Companies Act, 2013 there is no need to hold an EGM. since there is only one person in the meeting, that member has to just inform the Company about its resolution and get it recorded in the Minutes of Meeting.
If a person becomes a member or nominee of two or more than two OPCs then he has to withdraw the member from the OPC within 182 days.
If there is Voluntary Conversion then 30 days is the time limit and in the case of mandatory Conversion, it is 6 months.
1. A One Person Company is managed by an individual but in a Private Limited Company there are a group of persons who manage it.
2. In OPC there is a provision to appoint a nominee who can take the place of a member but in a Private Limited Company, there is no such provision.
3. In OPC there is only one director but in the case of a Private Limited Company, there are minimum of two directors.
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