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Step-By-Step Guide to Convert a Pvt Ltd Company into OPC Registration Online

OPC Registration Online

Do you want to simplify your business operations? So, converting your Pvt Ltd company into an OPC Registration online is the best option for you. This transformation has become increasingly popular among entrepreneurs & business owners. The conversion makes your business structure more simplified & flexible, and as a result, it will be beneficial for solo entrepreneurs. You can convert a Pvt Ltd Company into a One Person Company Registration online by following the simple steps. Here, in this blog, we will explain you the entire process of conversion in details and also make sure about compliance with Legal requirements that have been set by Companies Act, 2013. 

Before diving into the ocean of converting Pvt Ltd Company into a One Person Company Registration, let’s have a look at the basics of both the business structures.

Private Limited Registration

A private limited company is a business entity that has been owned by its shareholders privately and also has limited liability. It has been registered under the Companies Act 2013 and governed under the MCA, i.e., the Ministry of Corporate Affairs. It has been considered as a separate legal entity from its owners and is the one of the most popular business structures of the country. To form a private limited company, there will be requirements of at least two shareholders & 2 directors. The general public can’t trade the shares of a Pvt Ltd Registration on any stock exchange.

OPC Registration Online

OPC registration is also known as Single Person Company Registration. It is best for the solo entrepreneurs. It has been established and managed by a single person. Basically, OPC is a type of Private Limited Company with the same features. It has been registered under the Companies Act 2013. OPC Registration Online combines the benefits of a Private Limited company as well as the simplicity of sole proprietorship. OPC Registration includes the benefits of limited liability as well as a separate legal entity.

Law that Governs the Conversion of a Pvt Ltd Company into an OPC Registration Online

Due to less compliance requirements included in OPC, the Private Limited Companies move towards the conversion of their company into a One Person Company. The conversion of a Private Limited Company into a One Person Company Registration has been provided under the following provisions-

  • Section 18 of the Companies Act, 2013
  • Rule 7 of the Companies (Incorporation) Rules, 2014

These given provisions highlight the specific regulations & procedures for this conversion. By sticking to these legal provisions, you can convert your Private Company into an OPC along with making sure about compliance with the applicable laws & regulations.

Conditions for the Conversion of the Pvt Ltd Company into OPC Registration Online

If you want to convert your Pvt Ltd Company into OPC Registration in India, then you should keep some important conditions in your mind. Here, in this section of the blog, we will tell you about such conditions that you must follow during the conversion-

  • The member of the new OPC should be a natural person.
  • The director & member of the OPC should be an India Resident person (who stayed in India for more than 120 days in the previous year).
  • There is no requirement for any minimum capital for OPC registration.
  • The age of the director and nominee of the one-person company must be 18 years & above
  • The average turnover of the Pvt Ltd Company for the previous three years should be at most Rs. 2 Crores.
  • The member/ nominee of an OPC should not be a part (member/ nominee) of any other OPC, i.e., One Person Company.
  • For conversion, you must have to acquire the consent from all the shareholders & creditors of the Pvt Ltd Company.

Checklist for Converting Pvt Ltd Company into OPC Registration Online

Before moving ahead with converting Pvt Ltd Company, it is very crucial to make sure about the following things-

  • Just make sure that there will be at most one member & one nominee for the conversion into OPC Registration.
  • You need to pass a resolution approving the conversion in a board meeting. Also, you have to obtain the consent of the nominee director.
  • Don’t forget to hold an EGM in order to pass a special resolution regarding conversion and file within 30 days with ROC.
  • One of the most important things is to alter the MOA & AOA.
  • You have to file the application for conversion properly along with all the necessary documents and must wait for approval from ROC.

Benefits of Converting Pvt Ltd Company into OPC Registration Online

If you think about converting Pvt Ltd Company into OPC Registration Online, this decision will prove to be very beneficial for you. In this section of the blog, we will discuss the various benefits of this transformation. Here are the benefits-

  • Lower Maintenance Cost

As there are fewer compliance requirements for a One Person Company Registration online, so its cost of maintenance is also lower as compared to the Pvt Ltd Company.

  • Easy Management & Compliance

It is easier to manage an OPC as compared to the Pvt Ltd Company. As there is only one person involved in OPC, the decision-making process becomes smooth.

  • No need for AGM

A One Person Company Registration online does not need to hold any AGM, i.e., Annual General Meeting, which is very crucial for a Pvt Ltd Company.

  • Share-Related Work

The important work related to share certificates, annual filing, compliances, etc., is less for an OPC Registration in India than for a Private Limited Company Registration.

Process of Converting a Pvt Ltd Company into an OPC Registration Online

The conversion of a Private Limited Company Registration into an OPC Registration in India includes a number of strategic steps. You have to follow all the steps carefully for a seamless conversion. In this section of the blog, we will provide you with a step-by-step guide for a successful transformation. Here is the process-

Step 1: Notice for Board Meeting

First of all, the directors of the company must issue notice to hold a board meeting. This notice has been issued at least seven days prior to the meeting. The agenda of the meeting should be included in this notice. This notice must be issued as a special resolution to be accepted by the shareholders about the conversion of a private company into OPC Registration.

Step 2: Holding Board Meeting

In the next step, a board meeting must be held in order to make decisions regarding the following agendas-

  • For the approval from the directors for the conversion of Pvt Ltd Company into OPC Registration.
  • For the approval of EGM (Extraordinary General Meeting) notice along with its agenda & explanatory statement.
  • To fix the date, place, & time of the EGM, i.e., Extraordinary General Meeting
  • To authorize any of the directors to issue the approved notice of EGM.

Step 3: Issue Notice Regarding EGM

After conducting the board meeting, a notice regarding EGM has been issued to all the directors, shareholders, and auditors of Pvt Ltd. The notice should be given at least 21 days prior to the date on which EGM will be held.  

Step 4: NOC (No Objection Certificate) from Creditors

Before holding the EGM & passing the special resolution, the Pvt Ltd Company must obtain a written NOC, i.e., No Objection Certificate from the existing creditors & shareholders.

Step 5: Hold EGM (Extraordinary General Meeting) 

After that, the company must hold an EGM, i.e., Extraordinary General Meeting, on the decided date, place & time as per the EGM notice. The EGM will be held to pass the special resolution regarding conversion & also for the approval of altered MOA & AOA.

Step 6: Filing Form with ROC

After passing the special resolution in the EGM, the Private Limited Company must file a form with ROC, i.e., Registrar of Companies, for the conversion. The essential forms are-

  • Form MGT-14: The Pvt Ltd Company must have to file the form MGT-14 with ROC within 30 days of passing the special resolution regarding conversion.
  • Form INC-6: Form INC-6 is basically the application for converting your Pvt Company into OPC. So, you have to fill out this form along with all the required documents.

Step 6: Issuance of Certificate

After the verification of the submitted e-forms & attached documents that have been filed by the Private company for the conversion, the ROC will provide you the certificate of the conversion of Pvt Ltd Company into OPC Registration.

These are the steps that you need to follow properly for the successful conversion of your Private Limited Company into an OPC Registration in India.

Documents Required for the Conversion of Pvt Ltd Company into OPC Registration Online

You have to attach the documents given below with Form MGT-14:

  • Copy of EGM notice with the explanatory statement.
  • A certified copy of the special resolution passed in EGM
  • Altered MOA (Memorandum of Association) & AOA (Articles of Association) of the company
  • Certified copy of board resolution that approved conversion

You must have to attach the following documents with Form INC-6:

  • Complete list of creditors & members of the company
  • Latest balance sheet of the company
  • Copy of NOC letter of secured creditors
  • NOC by creditors & members
  • Affidavit by the directors that confirms the consent of creditors & members for conversion

These are some important documents that you required while filing with ROC i.e. Registrar of Companies for the conversion of a Private Limited Company into a One Person Company Registration Online.

 Post Conversion Compliances

After converting your Private Limited Company into a single person company registration, you just need to adhere to the important post-conversion compliances, which are as given below-

  • Update all the statutory registers & records in order to reflect the new status.
  • Make sure to stay compliant with the annual filing requirements of an OPC that, include the filing of yearly returns & financial statements with ROC.
  • Inform all the stakeholders including banks, clients, suppliers, as well as regulatory authorities about the conversion.
  • Update bank account details of the company
  • Apply for a new PAN card of OPC
  • Also intimate the other concerned authorities including GST, IT Departments, etc.

Final Words

Your decision of converting your Private Limited Company into an OPC Registration in India is a strategic decision. It will offer you the several benefits specifically for the individual entrepreneurs who want to simplify their business structure & reduce the compliance burdens. You can make sure about a smooth & legally compliant conversion by following the given step-by-step guide. It will be better for you to consult the professional advisors or legal experts like Legal Pillers in order to navigate the complexities of the conversion process. Legal Pillers have a dedicated team of professionals having expertise in the same field. If you work with us, you will get a hassle free & effortless experience of converting your Pvt Ltd Company into an OPC online registration. So what are you waiting for? Choose Legal Pillers as your trusted partner & take a step towards the success of your entrepreneurial life.

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