• Joel Dsouza

How to convert an OPC into a Private Limited Company

Updated: Aug 20, 2021


Convert from OPC to Private Limited Company

An OPC can be converted into a Private Limited Company either voluntarily or mandatory. Take a look at the detailed explanation of both the type of Conversions.


Voluntary Conversion

An OPC can be converted into a Private Limited Company before it satisfies the criteria mentioned below

A-One Person Company can be converted into a Private Limited

  • Company after two years from the incorporation

  • If more than one Director is appointed in a company then a board meeting will be required to convert an OPC into a Private Limited Company.

Mandatory Conversion

Mandatory conversion is required in case a One Person Company meets the parameters mentioned below:

  • If the paid-up capital of an OPC is beyond Rs.50 lakh

  • The average turnover of the immediate preceding three consecutive years is beyond Rs. 2 crores.

Thus, in either of the cases, a One Person Company needs to get converted into a Private Limited Company within six months.

The conversion is done by passing a special resolution in the General Meeting. A NOC is required from the creditors and the other members before the resolution is passed.


Documents Required for Conversion

  • The directors of the company should be given a declaration by an affidavit that confirms that all the members and directors are have provided their consent for the conversion.

  • The list of members and the creditors

  • The recently audited Balance sheets and the profit and loss accounts

  • A copy of the NOC of secured creditors

Register Private Limited Company

Process for Compulsory Conversion

  1. Convene a general meeting and pass a Resolution for an increase in the number of Directors and shareholders.

  2. For converting an OPC to a Private Limited Company, there should be at least 2 shareholders and 2 directors.

  3. Furthermore, shareholders shall pass a resolution for approving the alteration of the Memorandum of Association (MOA) and Articles of Association (AOA) of the OPC.

  4. File E- form INC-5 with ROC within 60 days of exceeding threshold limits, informing that it has ceased to be OPC. And now it requires to convert itself into a private company.

  5. Further file E-Form INC-6 on the MCA Website within 6 months of conversion.

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