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Conversion of One Person Company to Private Limited Company
An OPC can voluntarily convert itself only after 2 years of its incorporation. There are two ways of converting an OPC into a private limited company either voluntarily or mandatorily. Under both these types of conversions, the requirements are necessary alterations in the MOA and AOA of the OPC. With its conversion into Private Company, minimum 2 shareholders and directors must be appointed to fulfil the minimum requirement.
Advantages of converting One Person Company to Private Limited Company
Eligibility to form a Private Limited Company
– Minimum Two (02) directors and Maximum 15 directors
– Minimum Two Shareholders and Maximum 200 Shareholders can be either different from Directors or same.
– Unique Name is required.
– Alteast one Director should be an Indian Resident.
How we Work?
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Documents Required for Private Limited Company registration
Note – In case of Foreign Nationals or NRIs, all documents need to be notarised and apostilled from the Country where the Foreign Nationals or NRI is presently residing or by the Indian Embassy in the Country where such person is presently residing.
Frequently Asked Questions
1. What is the minimum number of shareholders in a private limited company?
Two. They could be individuals or legal entities.
2. What is the minimum number of directors in a private limited company?
Two. The Directors must compulsorily be individuals. They cannot be corporate bodies.
3. Is an office required for a private limited company?
An address in India where the registered office of the Company will be situated is required. The premises can be a commercial/ industrial/ residential where communication from the MCA will be received.
4. How much time does it take to incorporate a company?
ComplianceIndia can incorporate a Private Limited Company for in 8-10 days. The time taken for registration will depend on submission of relevant documents by the client and speed of Government Approvals. To ensure speedy registration, please choose a unique name for your Company and ensure you have all the required documents prior to starting the registration process.
5. What is the minimum share capital of a private limited company?
No Minimum capital required as per recent amendments in Company Act, 2013.
6. Are there any prior approvals to be obtained from any authority in India to become a director in an Indian company?
Yes. Every individual who is contemplating a position of a director in an Indian company must obtain a Directors Identification Number (DIN) before he can become a director in an Indian company.
7. Can NRIs and Foreign Nationals register a Company?
YES. NRIs, foreign nationals and foreign entities can register a company and invest in India, subject to the Foreign Direct Investment norms set by the RBI. However, incorporation rules in India require for one Indian national to be a part of the company on the Board of Directors.
8. What is to be done by the company after converting OPC to private limited company?
After the OPC is converted into a Private Limited Company, it is obligatory for the company to increase its paid-up share capital to ₹ 50 Lakh or the annual turnover to ₹ 2 Crore or more. If the company fails to comply with these provisions, it shall covert back itself to an OPC by passing a special resolution.
9. Whether the Body Corporate can be a Shareholder in Private Company?
Any person is eligible to be a shareholder while registration or afterwards. A Body Corporate such as company or LLP; and Association of Persons (AOP) such as Society or Trust can also hold shares in a company. Further, a group of persons can jointly hold the share in the company.
10. How we can reserve the name for a Company?
Ministry has introduced a new form “RUN” (Reserve Unique Name) for company name registration on its portal. Under “RUN”, the applicant can make application by providing 2 different names with its significance. The names should be unique and in accordance with the provisions.
11. What are the conditions for converting OPC to a private limited company?
The OPC must convert itself into a Private Company in case of the following situations:
– If the paid-up share capital of the OPC hits more than ₹ 50 lakh.
– If the annual turnover exceeds ₹ 2 crores consecutively for the last three (3) years.
12. What is the effect after conversion of OPC to a private limited company on the liabilities of the previous company?
After the conversion, the liabilities, debts or obligation of the company shall not be affected in any way. Hence, the company shall be liable for all its previous obligations.
13. Whether the OPC can voluntarily proceed for its conversion?
Yes, OPC may voluntarily convert itself into a Private Company or Public Company subject to certain condition. The OPC may apply for voluntary conversion only if a period of two years has been passed since its incorporation.
14. Can an OPC be converted or incorporated as a non-profit organization?
NO, an OPC cannot be incorporated as or converted into a company for non-profit, charitable purpose, and it cannot carry out non-banking, financial, or investment activities including investment in securities of any corporate body.
15. Do I have to be physically present in person to Incorporate a company in India?
No, you will not have to be present at our office or appear at any office for the registration of a Private Limited Company. All the documents can be scanned and sent through email to our office. Some documents will also have to be couriered to our office.
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