What are the requirements for the Conversion of Proprietorship to OPC?

The following are the basic requirements for the Conversion of Proprietorship to OPC:

• Only one person who is the member and resident of India
• Nominee should be appointed
• Minimum capital of INR 1 lakhs for incorporation
• Consent of nominee in form INC-3
• DSC of the Director
• Registered office address proof
• The name of OPC decided per the Companies (Incorporation Rules) 2014.
• Maintain with all statutory and mandatory compliances

Process for Conversion of Proprietorship to OPC

The following is the process for the conversion of Proprietorship to OPC:

1. Obtain DSC and DIN:

The Digital Signature Certificate (DSC) for the Director is to be obtained from the certified authority submitting the requisite documents. After DSC is obtain, the Director Identification Number (DIN) for the Director is to be applied in web form SPICe+ form. The DIR-3 form is only available for existing companies.

2. Name approval:

The name of the OPC is to be decided while conversion of the Proprietorship to OPC and should include the word (OPC) in the proposed name. the name application can be done through SPICe+ form PART-A on MCA portal, where two proposed names can be submitted with the filing fees.

3. MOA and AOA documents:

The Memorandum of Association (MoA) and The Articles of the Association (AoA) is to be drafted per the OPC stating the objects and by-laws the OPC will operate in form SPICe+ PART-B. The name of the nominee on behalf of the Director who is the member of OPC. The consent in form INC-3 along with the PAN card and Aadhar card of the nominee. The required declaration by the Director and professional stating all compliances and duly taken care of.

4. Filing with ROC:

The web form which is a single base application which is submitted on MCA Portal after affixing the DSC and payment of the filing fees for approval. The PAN and TAN for OPC is automatically generated at the time of incorporation of the OPC.

5. Certificate of Incorporation:

The Registrar of Companies (ROC) issues a Certificate of Incorporation once the scrutiny and verifications are successful. The same is available on MCA Portal under MCA Services tab where the CIN of the OPC helps to get the certified copies.

Benefits of Conversion of Proprietorship to OPC

• Annual return filing for an OPC can be signed by the Director itself and the mandatory requirement for a Company Secretary to sign is not applicable for OPC, easier to manage and less compliance.
• Board meeting is to be conducted only once in each half of a calendar year and the gap between the two meetings should not be more than 90 days.
• No requisite to hold an Extra Ordinary General Meeting (EGM) and having the minutes duly signed by the members.
• Perpetual Succession in the OPC entity makes it easy to raise the funds as and when required for the business and legal status.
• The OPC being registered rather than proprietorship is easy to get funds or loans from banks and registered lenders.