Conversion of a One Person Company (OPC) into a Private Limited Company in Himachal Pradesh

A One Person Company (OPC) can be converted in to a Private Limited Company in Himachal Pradesh as per Section 18 of the Companies Act, 2013. There are two ways through which a One Person Company (OPC) in Himachal Pradesh can be converted into a Private Limited Company i.e. voluntarily conversion or mandatorily conversion. In any of these conversions, the Memorandum of Association and Article of Association of the One Person Company (OPC) needs to be changed as per the section 18 and section 122 of the Companies Act, 2013 in Himachal Pradesh.

As per Section 18 Companies Act, 2013 following conditions need to me made:

• • Get written consent from all the creditors
  • Pass the resolution of conversion

• Minimum paid-up capital requirement of Rs 1,00,000 to be met
• Minimum number of 2 directors and 2 members need to be met

Form INC-6 is to be filed to the Ministry of Corporate Affairs for conversion of One Person Company (OPC) into a Private Limited Company in Himachal Pradesh.

Conversion of a One Person Company (OPC) into a Private Limited Company in Himachal Pradesh

Himachal Pradesh is the state with five perennial rivers flowing across the state with the potential to generate more than 26% to India’s hydropower potential. The estimated Hydra power potential in Himachal Pradesh is 27,000 MW. Its current supply of electricity is entirely generated from green energy sources. The industrial belt of Baddi – Barotiwala – Nalagarh has emerged as the hub for manufacturing activities. The region is well known for the been asia’s largest bulk drug manufacturing area.

Himachal is a mountainous state situated in the western Himalayas. It has been an attractive tourist destination for its scenic beauty and culture. On an average, about 20 million tourists visits this state which is three times of its population. The infrastructure of Himachal Pradesh is accordingly built proper road network, communication network, public utility services, airports, other transport facilities, civic amenities and regular and clean water supply.

Not only this, as per the latest report by World Bank, Himachal Pradesh ranked 7th out of 36 states in terms of ease of doing business.

Two Types of Conversion

For converting a One Person Company (OPC) into a Private Limited Company in Himachal Pradesh, both voluntarily conversion and mandatory conversion, the provisions of Sec 18 of the Indian Companies Act of 2013, and the Rule 7(4) of the Companies (Incorporation) Rules of 2014 needs to be followed.

Voluntary Conversion of One Person Company (OPC) to Private Limited Company in Himachal Pradesh

Voluntary conversion of a One Person Company (OPC) into a Private Limited Company in Himachal Pradesh is only allowed after two years from the date of incorporation have been completed. However, if the paid-up share capital of the One Person Company (OPC) is more than Rs. 50 lakhs or if the average turnover is more than Rs. 2 crores then within two months of the phenomenon occur, the One Person Company (OPC) can be converted into a Private Limited Company in Himachal Pradesh.

One Person Company (OPC) has to file form INC 5 for informing the registrar of companies about voluntary conversion in Himachal Pradesh within sixty days.

Compulsory Conversion of One Person Company (OPC) to Private Limited Company in Himachal Pradesh

The Companies Act, 2013 laid down certain conditions if a One Person Company (OPC) meets, the OPC needs to be compulsorily converted into a Private Limited Company in Himachal Pradesh within 6 months of meeting the following conditions:

• The paid capital of the One Person Company (OPC) exceeds Rs. 50 lakhs and
• The annual turnover of is more than Rs 2 Cr in three immediate previous consecutive financial years

The conversion is made by just passing a special resolution in the general meeting. It is checked for a No objection certificate in written from the creditors, and the other members before the resolution are passed.

Process to convert One Person Company OPC to Private Limited Company in Himachal Pradesh

Board Resolutions for conversion One Person Company OPC to Private Limited Company in Himachal Pradesh

• Shareholders of the One Person Company (OPC) hold a general meeting and pass the resolution to increase the number of directors and shareholders.
• To convert a One Person Company (OPC) to a Private Limited Company in Himachal Pradesh, there should be at minimum 2 shareholders and 2 directors.
• Shareholders pass a resolution to alter the Memorandum of Association and Articles of Association of the One Person Company (OPC).
• File the e-form INC-5 with registrar of companies within 60 days of crossing the threshold limits of the paid-up capital or the turnover, informing that it has ceased to be a One Person Company (OPC).
• Further file e-Form INC-6 on the website of MCA within 6 months from the date of conversion
• The introduction of One Person Company (OPC) into legal system came into existence to encourage the entrepreneurs to enter into the corporate world. It will not only enable the individual capabilities to contribute economic growth but will also generate employment opportunity.

Provisions of Companies (Incorporation) Rules of 2014 followed by the newly formed Private Limited Company. The existing debts, liabilities, obligations or contracts of the One Person Company (OPC) in Himachal Pradesh remain the same.