Conversion of a One Person Company (OPC) into a Private Limited Company in Noida, Uttar Pradesh

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

Conversion of a One Person Company (OPC) into a Private Limited Company in Noida, Uttar Pradesh

Geographically Uttar Pradesh (U.P.) is the fourth largest state but has the largest population in India. As per 2019 the state’s population of 220 Mn is greater than the population of Brazil. Major industrial highway corridors such as North-South-East-West Corridor (NS-EW) and several other expressways and national highways connect the state of U.P. with remotest parts of India. U.P. also has among the most fertile lands since twelve different major rivers pass through it including India’s largest river, the Ganges.

Uttar Pradesh is a very popular tourist destination in India. Taj Mahal in Agra, most sacred Hindu pilgrimage places such as Prayagraj, Mathura and Varanasi along with various Buddhist places such as Kushinagar and Sarnath are also in the state of U.P. Due to all this The state ranked second in terms of domestic and third in terms of foreign tourist arrival in 2017. Mathura has an oil refinery operated by Indian Oil Corporation.

With so many rivers passing through Uttar Pradesh, it has highly fertile land hence its economy is also largely driven by agriculture. Food processing, tourism, information technology (IT), mineral-based industries, textiles, auto components, handicrafts and handlooms, sports goods and leather-based industry, biotechnology are the key industries in Uttar Pradesh. High livestock population of the state has made U.P. one of the leading producer of leather products and exporter of beef.

Uttar Pradesh is largest milk-producer state, second largest producer of hydel electrical power and third largest producer of thermal electrical power in India. Total installed power capacity of Uttar Pradesh is over 25,000 MW. Uttar Pradesh is also the leader in the production of multiple horticulture and food crops such as sugarcane, wheat, mango, potato and mango among others. Gautam Buddha Nagar (Noida), adjoining Delhi and part of Delhi NCR is home to eight operational IT SEZs across India. In the 12th five-year plan (2012-17) Uttar Pradesh saw over 1,43,000 MSMEs and other heavy industrial units set-up their bases. Recently started Smart Cities Mission by the central government of India has identified highest number of cities in Uttar Pradesh.

Not only this, as per the latest report by World Bank, Uttar Pradesh ranked 2nd 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 Noida, Uttar 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 Noida, Uttar Pradesh

Voluntary conversion of a One Person Company (OPC) into a Private Limited Company in Noida, Uttar 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 Noida, Uttar Pradesh.

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

Compulsory Conversion of One Person Company (OPC) to Private Limited Company in Noida, Uttar 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 Noida, Uttar 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 Noida, Uttar Pradesh

Board Resolutions for conversion One Person Company OPC to Private Limited Company in Noida, Uttar 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 Noida, Uttar 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 Noida, Uttar Pradesh remain the same.