Voluntary conversion of OPC to Private Limited

Voluntarily an OPC cannot be converted into a private or public limited company, within two years of its incorporation (counted from the date of its incorporation). For voluntary conversion of an OPC into a Private Limited Company, the provisions and processes are the following:

• The existing OPC must have the total paid-up capital less than or equal to INR-50 Lacs; and its average annual turnover during the past three immediately preceding and consecutive financial years, should be less than or equal to INR-2 Crores, at the time of conversion.
• The OPC shall obtain "No Objection" in written form, from its members and creditors.
• The OPC is required to pass a special resolution in the general meeting in support of its conversion to a private limited company. The copy of such resolution must be sent to the concerned ROC within Thirty Days of its occurrence, through the Form No. MGT-14.
• Filing Form INC-6, the Application for Conversion, along with the fees prescribed in the Companies (Registration offices and fees) Rules of 2014, and by attaching the following documents:
  • A solemn declaration of the director of OPC, affirming that all concerned members and creditors of the company have given their independent consent in support of such conversion, and also that the prescribed financial thresholds for cessation of OPC are beyond access at the time of conversion.
  • List of members, and list of creditors if any.
  • A copy of No Objection letter from creditors
  • The latest audited balance sheet on the profit and loss account

Compulsory Conversion of OPC to Private Limited

According to the rules and regulations given in the Companies (Incorporation) Rules 2014, an OPC is mandatorily required to convert itself to a private or public limited company, if its (OPC's) total Paid-up Capital equals to or gets more than Fifty Lacs (INR-50 Lacs) or its Average Annual Turnover during the relevant period (immediately preceding three consecutive financial years) equals to or exceeds Rs. Two Crores (INR-2 Crores). Within Sixty Days of the occurrence of any of these two rigorous conditions, the existing OPC is compulsorily required to give a notice of the specified occurrence to the concerned ROC in Form INC-5 [Intimation of Exceeding Threshold]. Again, conversion of the OPC to a private or public limited company is mandatory within Six Months, counted from the date of the total paid-up capital exceeding INR 50 Lacs, or from the last day of the relevant period during which the average annual turnover exceeded INR 2 Crores. Other provisions and processes are the same as explained above, in case of the voluntary conversion of an OPC in India.