Conversion of OPC to Private Limited Company: Process, Documents & Fees
The conversion of an OPC (One Person Company) to a Private Limited Company in India is governed by Section 18 of the Companies Act, 2013, read with Rule 7 of the Companies (Incorporation) Rules, 2014. The process requires the OPC to add at least one new shareholder and one new director, pass a special resolution, file Form MGT-14, submit Form INC-6 with the Registrar of Companies, and obtain a fresh Certificate of Incorporation.
An OPC gives founders full control with limited liability, but it caps growth at one shareholder, blocks equity fundraising from external investors, and prevents ESOP issuance. Converting to a Private Limited Company removes these limitations by allowing up to 200 shareholders, equity fundraising from VCs and angel investors, and ESOPs for employees.
Key Takeaways
- An OPC can convert into a Private Limited Company at any time. The 2021 amendment removed the earlier capital, turnover, and two-year waiting requirements.
- The conversion follows Section 18 of the Companies Act, 2013, read with Rule 6 of the Companies (Incorporation) Rules, 2014.
- File MGT-14 within 30 days, INC-6 for conversion, and DIR-12 for the new director. The RoC issues the revised certificate in INC-25.
- The company retains its existing PAN and TAN because the legal entity remains unchanged.
- The conversion generally takes 15–30 working days and costs around ₹7,000–₹18,000, depending on capital, state charges, and professional fees.
OPC to Private Limited Conversion: Quick Overview
| Detail | Information |
|---|---|
| Governing Section | Section 18 of the Companies Act, 2013 |
| Governing Rule | Rule 7 of the Companies (Incorporation) Rules, 2014 |
| Mandatory Forms | Form MGT-14 (within 30 days of SR) + Form INC-6 (with ROC) + Form DIR-12 (for new directors) |
| Minimum Members After Conversion | 2 shareholders + 2 directors |
| Maximum Shareholders | 200 |
| Approval Required | Special Resolution (75%+ shareholder approval) |
| Government Fee | ₹1,000 – ₹3,000 (depending on capital) |
| Total Cost | ₹15,000 – ₹35,000 (including professional fees) |
| Timeline | 15 to 30 working days |
| Mandatory Waiting Period | None (removed by 2021 amendment) |
| Fresh Certificate | Yes — issued by ROC in Form INC-25 |
| Reversal Possible | Can convert once it meets eligibility criteria |
Prerequisites for OPC to Private Limited Conversion
To initiate the OPC to Private Limited conversion process, your company must satisfy certain fundamental requirements:
- Under Section 3(1)(b) of the Companies Act, 2013, increase the number of shareholders from one to at least two (maximum 200, excluding employees).
- Under Section 149(1)(a), appoint at least one additional director (at least one director must be a resident of India).
- There should be no pending legal cases or proceedings against the company that could hinder the conversion process.
- A resolution approving the conversion must be passed by the board of directors.
Documents Required for OPC to Private Limited Conversion
Prepare these documents before filing the conversion application:
Existing OPC
- Latest audited financial statements and CA-certified statement of accounts dated within 30 days of INC-6 filing.
- Existing Memorandum of Association, Articles of Association, Certificate of Incorporation, and PAN.
Resolutions and filings
- Board resolution and special resolution approving conversion.
- Altered MOA and AOA reflecting the Private Limited structure.
New shareholders and directors
- PAN, Aadhaar, address proof, and photographs.
- Class 3 DSC and DIN for new directors.
- DIR-2 consent and MBP-1 disclosure from new directors.
Post-conversion details
- Updated list of directors and shareholders.
- Director’s declaration confirming compliance with conversion requirements.
Step-by-Step Procedure for OPC to Private Limited Conversion
The conversion process from One Person Company to Pvt Ltd involves the following steps:
Step 1: Convene a Board Meeting and Pass the Board Resolution
Issue a notice of Board Meeting at least 7 days in advance under Section 173 of the Companies Act, 2013 and Secretarial Standard SS-1. At the meeting, pass the Board Resolution to:
- Approve the conversion from OPC to Private Limited Company.
- Approve the proposed alterations to the MOA and AOA.
- Authorize the appointment of at least one additional director.
- Fix the date, time, and venue of the Extraordinary General Meeting (EGM)(or pass a written resolution under Section 122).
- Authorize designated individuals to file ROC forms.
Step 2: Pass the Special Resolution (Member’s Resolution)
Since an OPC has only one member, the sole member can approve the conversion through written consent under Section 122(3) of the Companies Act, 2013. The resolution should approve:
- Conversion of the OPC into a Private Limited Company under Section 18.
- Alteration of the MOA, including removal of OPC-specific clauses.
- Alteration of the AOA to comply with Private Limited Company requirements.
Step 3: File Form MGT-14 with the ROC (Within 30 Days)
File Form MGT-14 with the Registrar of Companies within 30 days of passing the special resolution under Section 117 of the Companies Act, 2013.
Mandatory attachments to Form MGT-14 include:
- Certified copy of the special resolution with explanatory statement
- Altered MOA and AOA
- Notice of EGM (or written consent under Section 122)
- Certified copy of the Board Resolution
Step 4: Obtain DSC and DIN for the New Director
The newly appointed director must obtain a Class 3 Digital Signature Certificate (DSC). The Director Identification Number (DIN) can be applied for via Form DIR-3 if the new director doesn’t already hold one.
Step 5: File Form INC-6 with the ROC
File Form INC-6 under Rule 7 of the Companies (Incorporation) Rules, 2014, with the Registrar of Companies.
Mandatory attachments to Form INC-6:
- Statement of accounts not older than 30 days
- Altered MOA and AOA (post-amendment)
- Certified copy of the special resolution
- Certified copy of the Board Resolution
- List of the new shareholders and directors
- Consent letters from new shareholders and directors
- Director’s declaration regarding compliance
- Latest audited financial statements
Step 6: File Form DIR-12 for Director Appointment
File Form DIR-12 with the ROC to record the appointment of the new director(s) within 30 days of their appointment.
Step 7: Pay ROC Fees
Government fees vary based on authorized capital and are paid online through the MCA portal. OPCs and Small Companies enjoy concessional rates under the Companies (Registration Offices and Fees) Rules, 2014.
Step 8: Receive Fresh Certificate of Incorporation (Form INC-25)
Upon verification, the ROC issues a fresh Certificate of Incorporation in Form INC-25 reflecting the company’s new status as a Private Limited Company. The CIN is updated, and the suffix changes from “OPC” to “Private Limited”.
Step 9: Post-Conversion Compliance
After conversion:
- Update company letterheads, stationery, common seal, and digital signatures.
- Update GST registration, MSME / Udyam, IEC, and other licences with the new name.
- Inform banks and update account records (PAN and TAN remain the same, since the entity is unchanged).
- Conduct the first board meeting under the new structure within 30 days.
- Adopt the Private Limited Company annual compliance regime (AOC-4, MGT-7, ADT-1).
OPC to Private Limited Company Conversion Fees in India (2026)
The total cost of converting an OPC to a Private Limited Company in India typically ranges between ₹15,000 and ₹35,000, depending on your authorized capital, state of registration, and professional service provider. Here’s the complete breakdown:
| Cost Component | Estimated Range (2026) |
|---|---|
| Government filing fees (Form MGT-14, INC-6, DIR-12) | ₹1,000 – ₹3,000 |
| Stamp duty on altered MOA / AOA (state-dependent) | ₹1,000 – ₹10,000 |
| DSC for 1 new director | ₹2,500 |
| DIN application fee (Form DIR-3, if needed) | ₹500 |
| Professional fees (CA / CS) | ₹1,999 |
| Total estimated cost | ₹7,000 – ₹18,000 |
Note: Government fees are calculated under the Companies (Registration Offices and Fees) Rules, 2014. OPCs and Small Companies (those with paid-up capital ≤ ₹4 crore and turnover ≤ ₹40 crore) enjoy concessional rates; the conversion typically falls in the lower end of the range.
