Conversion of a One Person Company (OPC) into a Private Limited Company in Kochi, Kerala

A One Person Company (OPC) can be converted in to a Private Limited Company in Kochi, Kerala as per Section 18 of the Companies Act, 2013. There are two ways through which a One Person Company (OPC) in Kochi, Kerala 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 Kochi, Kerala.

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 Kochi, Kerala.

Conversion of a One Person Company (OPC) into a Private Limited Company in Kochi, Kerala

Society in Kerala is highly advanced and gets high scores on various indicators of human development such as literacy rate, human life expectancy, high gender ratio and lowest population growth.

In India Kerala is among the most popular and scenic tourist destination. It is not only famous for its backwaters abut for its special ayurvedic therapies also across the world. Kerala has among the highest per capita income and is ahead of other states in Industrial development. Kerala has been the exporter of spices since centuries. Majority of the export income of Kerala comes from various natural and food products such as coir, marine products, coffee, cashew and pickles etc.

Kerala has a nearly 590 km long coastline. This coastline has 16 ports out of along with a major port at Kochi, which has a cruise terminal also. Due to its geographical location Kerala is very close to global maritime trade routes that pass through the Indian Ocean. Kochi has India’s first International Container Trans-shipment Terminal (ICT) by the name of ‘Kochi International Container Trans-shipment Terminal (ICT) at Vallarpadam. Kerala also has four international airports (highest in any state in India) at Kochi, Thiruvananthapuram, Kozhikode and Kannur.

Kerala is the largest producer of coir and coconut in India and also contributing 75% of spices exports from India. It is the state with highest tele-density and penetration of optic fibre cable in India

Not only this, as per the latest report by World Bank, Kerala ranked 28th 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 Kochi, Kerala, 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 Kochi, Kerala

Voluntary conversion of a One Person Company (OPC) into a Private Limited Company in Kochi, Kerala 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 Kochi, Kerala.

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

Compulsory Conversion of One Person Company (OPC) to Private Limited Company in Kochi, Kerala

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 Kochi, Kerala 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 Kochi, Kerala

Board Resolutions for conversion One Person Company OPC to Private Limited Company in Kochi, Kerala

• 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 Kochi, Kerala, 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 Kochi, Kerala remain the same.