When a One Person Company (OPC) transitions into a Private Limited Company, it doesn’t just impact the structure, ownership, and compliance requirements—it also leads to significant tax changes. Understanding the tax implications of taxation of converting OPC into a private limited company is essential for business owners to ensure a smooth transition while optimizing tax planning.
Today we will break down the taxation differences, GST considerations, capital gains issues, compliance requirements, and potential penalties during the conversion process.
Overview of Taxation of Converting OPC into Pvt Ltd Company
The tax structures for OPCs and Private Limited Companies differ in key areas, including corporate tax rates, dividend taxation, and the applicability of various tax provisions. While both are governed by the Income Tax Act, 1961, their treatment under specific sections differs.
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Tax Structure for OPC
Corporate Tax: OPCs, like other company structures, are subject to corporate tax. They can opt for the reduced corporate tax rate under Section 115 BAA if eligible.
GST (Goods and Services Tax): If the annual turnover exceeds the prescribed threshold (₹20-40 lakh, depending on the state), the OPC must register for GST and comply with GST filing requirements.
Income Tax: OPCs report income under business and professional income and are required to file returns accordingly.
Section 115 BAA: This section offers a reduced tax rate for certain domestic companies, which OPCs can avail of if they meet the conditions.
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Tax Structure for Private Limited Company
Corporate Tax: Private Limited Companies are also eligible for concessional corporate tax rates under Section 115 BAA.
Dividend Distribution Tax (DDT): Although DDT was abolished in 2020, dividends are now taxable in the hands of shareholders. Companies need to track dividends paid to shareholders and comply with withholding tax requirements.
Minimum Alternate Tax (MAT): MAT provisions apply to private companies, ensuring they pay a minimum amount of tax, even if they have exemptions or deductions reducing their taxable income.
GST: Like OPCs, private companies must also comply with GST regulations and filings, including Input Tax Credit (ITC) claims.
Key Tax Differences Between OPC and Private Limited Company
The transition from One Person Company to a Private Limited Company results in several changes in taxation. Understanding these differences helps companies plan their tax strategies effectively.
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Corporate Tax Rates
OPC Tax Rates: OPCs, if opting under Section 115 BAA, can benefit from a reduced corporate tax rate of 22% (plus applicable surcharge and cess). This is subject to the condition that no specific exemptions or incentives are claimed.
Private Limited Company Tax Rates: The same concessional rate applies to private limited companies if they meet the criteria. However, companies with annual turnover below ₹400 crore in the previous year can avail of a lower rate of 25%.
In most cases, the tax rates remain similar, but larger companies with higher turnovers might need to follow different slabs, impacting their tax liability.
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Impact on MAT (Minimum Alternate Tax)
OPC: MAT does not usually apply to OPCs unless they opt for certain exemptions or deductions under income tax law.
Private Limited Companies: MAT is more relevant in Private Limited Companies. MAT ensures that Pvt. Ltd companies pay at least 15% tax (plus surcharge and cess) on their booked profits, even if they use exemptions to reduce their taxable income.
For OPC’s who are planning to convert, planning for MAT applicability is essential to avoid unexpected tax outflows.
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Changes in Dividend Taxation
With the conversion, the way dividends are taxed changes:
- OPC: In an OPC, profits are often retained or reinvested, so dividend distribution might not be a significant issue.
- Private Limited Company: After conversion, dividends are taxable in the hands of shareholders. Companies must withhold tax on dividend payments exceeding ₹5,000 and report it accordingly.
Although DDT was abolished, shareholder taxation on dividends adds a new compliance layer for private companies
Capital Gains Tax on Transfer of Assets During Conversion
Converting an OPC into a Private Limited Company may involve transferring certain capital assets. Such transactions could attract Capital Gains Tax under the Income Tax Act, 1961.
Capital Gains Tax Liability: If the conversion results in the transfer of capital assets, the company may need to report a capital gain.
Sections 45 and 47: While Section 45 defines taxable gains, Section 47 provides exemptions for certain asset transfers during restructuring. If the conversion meets the criteria outlined under Section 47, capital gains may not be taxable.
Planning the Transfer: Proper documentation and valuation of assets are crucial to avoid tax liabilities. Consulting a tax expert can help structure the transaction efficiently. Our team of professionals at Vakilsearch can help you prepare and maintain proper documentation for the asset transfer of your business.
GST Considerations During the Conversion
The conversion from an OPC to a Private Limited Company also impacts GST registration and compliance. Companies need to transition their GSTIN and update records with the authorities.
- Input Tax Credit (ITC): Any available ITC must be carried forward to the new entity post-conversion. The GST rules require companies to adjust their ITC ledger and ensure that all pending returns are filed before conversion.
- GSTIN Transition: The company must apply for a fresh GSTIN or update its existing one to reflect the new company structure.
- Filing Procedures: All GST filings must be kept up-to-date, and pending liabilities should be cleared before the conversion to avoid penalties.
Impact on Carry Forward of Losses and Depreciation
One of the key areas businesses need to address during conversion is the carry forward of business losses and unabsorbed depreciation.
- Carry Forward Provisions: Under the Income Tax Act, unabsorbed business losses and depreciation can be carried forward for future set-off, but only if the new company complies with the continuity requirements.
- Set-Off Rules: If the shareholding pattern changes significantly during the conversion, losses may not be eligible for set-off under Section 79 of the Income Tax Act.
- Depreciation Continuity: The depreciation benefit continues if the conversion is seamless, with assets transferred without any significant restructuring.
Compliance with Tax Filings Post Conversion
Once the conversion is complete, the new Private Limited Company must comply with new tax filing requirements.
- Tax Return Filings: The company will need to file Form ITR-6, which is mandatory for companies subject to corporate tax.
- Annual Compliances: Private Limited Companies are required to undergo statutory audits and file annual returns with the RoC.
- Corporate Tax Returns: Regular corporate tax returns must be filed, reflecting the company’s financial performance and tax obligations.
- Statutory Audit Requirements: The new entity will need to undergo an annual statutory audit, ensuring compliance with corporate governance norms.
Penalties and Liabilities for Non-Compliance During Conversion
Non-compliance with tax laws during or after the conversion can lead to penalties and legal consequences.
- Penalties under the Income Tax Act, 1961: Late filings or incorrect disclosures can lead to penalties, including interest on unpaid taxes.
- Late Filing Fees: Companies that fail to file returns on time may incur late fees, which increase with delays.
- Legal Consequences: Persistent non-compliance can result in legal action under the Companies Act, 2013, affecting the company’s credibility and operations.
Conclusion
The conversion of an OPC into a Private Limited Company brings numerous tax implications, ranging from corporate tax rates and dividend taxation to GST compliance and capital gains issues. While the change offers new opportunities for growth and investment, it also requires careful planning to navigate the tax landscape effectively.
Understanding the differences in taxation, planning for MAT applicability, ensuring smooth carry forward of losses, and complying with GST and RoC regulations are crucial steps for a successful conversion. With the right tax planning strategies, businesses can unlock new benefits while avoiding penalties and ensuring compliance with all legal requirements.
This transition, when executed with proper tax planning, sets the foundation for sustainable growth and corporate restructuring. By aligning tax strategies with business goals, companies can leverage the advantages of a Private Limited Company while staying compliant with statutory obligations.
