Procedure for Conversion of Private Company into OPC (2026 Guide)
To convert a Private Limited Company into an OPC, you must pass a special resolution, obtain NOCs from all members and creditors, file Forms MGT-14 and INC-6, and obtain a fresh Certificate of Incorporation. Section 18 of the Companies Act, 2013, read with Rule 7 of the Companies (Incorporation) Rules, 2014, governs this conversion.
The Ministry of Corporate Affairs (MCA) simplified the process through the Companies (Incorporation) Second Amendment Rules, 2021, effective from 1 April 2021. These rules removed the earlier restrictions on paid-up capital and annual turnover for OPC conversion. Previously, only private companies with paid-up capital up to ₹50 lakh and annual turnover up to ₹2 crore were eligible. Now, any company formed through Pvt Ltd Company registration online, regardless of its capital or turnover, can convert into an OPC.
Key Takeaways
- A Private Limited Company can convert into a One Person Company under Section 18 of the Companies Act, 2013.
- Since the Companies (Incorporation) Second Amendment Rules, 2021, any private company can convert into an OPC, as the earlier ₹50 lakh capital and ₹2 crore turnover limits were removed.
- The process involves passing a board resolution, collecting NOCs from all members and creditors, passing a special resolution at the EGM, and filing Forms MGT-14 and INC-6 with the ROC.
- Form MGT-14 must be filed and approved before Form INC-6 because INC-6 requires the SRN of the approved MGT-14.
- The company’s PAN, TAN, and GSTIN do not change on conversion; only the company name is updated, and all existing contracts and liabilities remain valid.
- The ROC issues a fresh Certificate of Incorporation in Form INC-25, and the whole process usually takes 15 to 30 working days.
What is a One Person Company, and how is it Different from a Pvt Ltd Company?
A One Person Company is a type of private company with only one member. The Companies Act, 2013, introduced this concept under Section 2(62). Choosing to register an OPC online gives a solo entrepreneur the benefits of a registered company, such as limited liability and a separate legal identity.
Unlike a Private Limited Company, which requires at least two members and two directors, an OPC allows one person to make all key decisions efficiently. The sole member must also nominate another person to take over in case of death or incapacity, ensuring uninterrupted business operations. OPCs face simpler compliance requirements, including filing a simplified annual return (MGT-7A) and skipping mandatory annual general meetings.
In contrast, Private Limited Companies must hold AGMs and submit full annual returns (MGT-7). This structure suits solo entrepreneurs who want complete control, lower operational costs, and the same legal protections offered to larger companies.
Why Convert a Private Limited Company into an OPC?
Business owners choose the conversion of a Private Limited Company into an OPC for specific, practical reasons. Here are the most common reasons:
- Reduced Compliance: An OPC does not need to hold an Annual General Meeting (AGM). It files a simplified annual return in Form MGT-7A instead of Form MGT-7. It is also exempt from preparing a Cash Flow Statement.
- Single-Person Control: If one promoter holds the majority stake and runs all operations, a One Person Company (OPC) removes the need for a second director or shareholder. This requirement originally existed during Private Limited Company registration.
- No Capital or Turnover Restrictions: Since the Companies (Incorporation) Second Amendment Rules, 2021, any eligible Private Limited Company can convert into an OPC. The earlier limits of ₹50 lakh paid-up capital and ₹2 crore annual turnover no longer apply, making the conversion accessible to more businesses.
- Lower Operational Cost: Fewer compliance requirements mean lower costs for professional services like company secretaries and auditors every year.
- Simpler Board Decisions: In an OPC, a resolution becomes valid when the sole member signs and enters it in the minutes book. No separate board meeting is required for most decisions.
- Same Legal Protection: After conversion into an OPC, the company continues to maintain its separate legal identity. The owner’s personal assets stay protected from business liabilities.
Conditions for Conversion of Private Company into OPC
Before you start the conversion process to OPC, your Private Limited Company must meet the following conditions. The table below summarizes all key eligibility requirements:
| Condition | Requirement |
| Paid-up Share Capital | No upper limit (2021 amendment removed the ₹50 lakh cap) |
| Annual Turnover | No upper limit (2021 amendment removed the ₹2 crore cap) |
| Member Eligibility | Must be a natural person, an Indian citizen, and an Indian resident |
| Minor as a Member | Not allowed |
| Company Type Excluded | Section 8 companies cannot convert into OPCs |
| Non-Resident Indian (NRI) Ownership | Allowed since the 2021 amendment |
| Simultaneous OPC Membership | The proposed member must not be a member of any other OPC |
Documents Required (Checklist) for Conversion of Private Company into OPC
Ensure you prepare these documents before you begin to convert a Private Limited Company into an OPC:
- Board resolution approving the conversion and authorizing a director to act.
- EGM notice with explanatory statement sent to all members, directors, and auditors.
- Certified copy of the special resolution passed at the EGM.
- Written No Objection Certificate (NOC) from all existing members.
- Written NOC from all existing creditors of the company.
- Altered Memorandum of Association (MOA) reflecting the OPC name and removing the word “Private.”
- Altered Articles of Association (AOA) updated to comply with OPC provisions.
- Latest audited financial statements, including Balance Sheet and Profit & Loss Account.
- Written consent of the proposed nominee in Form INC-3.
- List of all current members and creditors on company letterhead.
- All pending ROC annual returns and financial statements are filed and up-to-date.
What is the Step-by-Step Procedure for the Conversion of Private Company into OPC?
Follow these structured steps to efficiently complete the conversion of your private limited company into an OPC:
Step 1: Hold a Board Meeting
Issue a notice for a Board of Directors meeting under Section 173(3) of the Companies Act 2013, at least 7 days in advance.
At the meeting, the directors passed a board resolution to:
- Formally approve the conversion proposal of the private limited company into an OPC.
- Fix the date, time, and place of the Extraordinary General Meeting (EGM).
- Approves the draft EGM notice, agenda, and explanatory statement.
- Authorizes a director to issue the EGM notice and to sign & file the necessary forms with the ROC.
A certified copy of this board resolution is later attached to Form MGT-14, so record it properly in the minutes.
Timeline: Issue the notice at least 21 days before the EGM.
Step 2: Collect NOC from Members and Creditors
Before calling the EGM, collect written No Objection Certificates from all existing members and creditors of the company. This step is mandatory under Rule 7 of the Companies (Incorporation) Rules, 2014. Without the NOC, the special resolution at the EGM cannot be passed.
Timeline: Complete collection before the scheduled EGM.
Step 3: Hold EGM and Pass Special Resolution
Send the EGM notice to all members, directors, and auditors as per Section 101 of the Companies Act, 2013. At the EGM, pass the special resolution for the conversion of a Private Company into an OPC. The special resolution must cover the following:
- Approval for the conversion of a private limited company into a one-person company.
- Alteration of the MOA and AOA to reflect the OPC structure.
- Authorization of a director to sign and file all necessary forms with the ROC.
Timeline: EGM is held after the 21-day notice period.
Step 4: Obtain Nominee Consent in Form INC-3
An OPC requires a nominee who will take over the company if the sole member dies or becomes incapable of entering into contracts. Obtain the written consent of the proposed nominee in Form INC-3 before filing with the ROC.
The nominee must be a natural person, an Indian citizen, and an Indian resident. A minor cannot act as a nominee.
Timeline: Complete this before filing Form INC-6.
Step 5: Alter MOA and AOA
Alter the name clause of the Memorandum of Association so that the company name ends with “(OPC) Private Limited. Retain the words “Private Limited” and insert “(OPC)” immediately before them.
Mention “One Person Company” in brackets below the company name wherever required under Rule 6 of the Companies (Incorporation) Rules, 2014. Remove provisions that apply only to private companies and add the clauses applicable to an OPC under Section 122 of the Companies Act, 2013.
Timeline: Prepare and finalize the altered MOA and AOA before filing MGT-14.
Step 6: File Form MGT-14 with ROC
File Form MGT-14 with the Registrar of Companies within 30 days of passing the special resolution. Attach the following documents to the MGT-14 Form:
- EGM notice with explanatory statement
- Certified copy of the special resolution and board resolution
- Altered MOA and AOA
Timeline: File within 30 days of the EGM resolution.
Step 7: File Form INC-6 with ROC
File Form INC-6 with the ROC using the MGT-14 SRN within 30 days of passing the special resolution. This is the main application for the conversion of private companies into OPCs under Rule 7(4) of the Companies (Incorporation) Rules, 2014.
Attach all documents from the checklist above, including NOCs, the latest audited financial statements, nominee consent in INC-3, and the list of members and creditors.
Timeline: File Form INC-6 within 30 days of passing the special resolution, after Form MGT-14 has been approved.
Step 8: ROC Verification and New Certificate of Incorporation
The Registrar of Companies reviews Form INC-6 and all attached documents. Once satisfied, the ROC issues a new Certificate of Incorporation in Form INC-25. The conversion becomes effective from the date the ROC approves the application. The name change takes effect on the date of issue of the new Certificate of Incorporation.
Timeline: ROC usually processes applications within 15 to 30 working days.
How does an OPC Reduce Compliance Compared to a Private Limited Company?
One of the main reasons why businesses convert from a Private Company into an OPC is to reduce their compliance burdens.
The table below gives you a direct side-by-side comparison so you can see exactly what changes after conversion:
| Compliance Area | Private Limited | OPC |
| Annual General Meeting | Mandatory | Not required |
| Minimum Directors | 2 | 1 |
| Minimum Members | 2 | 1 |
| Board Meeting (per year) | Minimum 4 | Minimum 1 per half year (not required if the OPC has only one director) |
| Annual Return (MGT-7A) | MGT-7 applicable | Simplified MGT-7A |
| Cash Flow Statement | Mandatory | Exempted |
For a detailed comparison, read our guide on the “Difference Between OPC and Private Limited Company.”
Post-Conversion Steps After Converting Pvt Ltd into OPC
Once the ROC issues the new Certificate of Incorporation, the company must complete these post-conversion formalities:
- Update the company name on all official documents, letterheads, invoices, and signboards to reflect the OPC name.
- Update the company’s PAN card and TAN through the Income Tax Department. Note that the PAN number itself does not change; only the name on the PAN needs updating.
- Inform the GST department and update the GST registration with the new company name.
- Update all bank accounts with the new company name and Certificate of Incorporation.
- Notify EPFO and ESIC if the company has registered employees.
- Print and maintain copies of the altered MOA and AOA for all official purposes.
- Update the company’s registered address records with all utility service providers and government departments.
All existing contracts, liabilities, debts, and legal obligations of the Private Limited Company remain fully valid after conversion. The converted OPC remains legally bound to honour every commitment made by the Private Limited Company before conversion.
As an OPC grows, many business owners bring in new investors or partners to scale their operations. At that stage, converting the OPC back into a Private Limited Company becomes a natural and common next step. You can read our detailed guide on OPC to Private Limited Conversion to understand that process step-by-step.
Common Mistakes to Avoid When Converting a Private Company into an OPC
Most delays during OPC conversion from private companies occur during the filing stage. Avoid these common mistakes to improve your chances of first-time approval:
- Filing Forms in the Wrong Order: Form INC-6 requires the SRN of the approved Form MGT-14. Always file MGT-14 first, wait for its approval, and then file INC-6.
- Missing the 30-Day Deadline: File Form MGT-14 within 30 days of passing the special resolution. Missing the deadline attracts additional fees and may require fresh approvals.
- Not Obtaining All NOCs: Obtain written NOCs from all members and creditors before filing the conversion application. Missing any consent can delay or prevent approval.
- Leaving Out Mandatory Attachments: Attach the required directors’ affidavit and other prescribed documents with Form INC-6. Missing attachments often lead to ROC resubmissions.
- Using the Wrong Company Name: Update the company name to “(OPC) Private Limited.” Retain “Private Limited” and insert “(OPC)” before it in the amended MOA.
- Ignoring Pending ROC Filings: Complete all pending filings, including AOC-4 and MGT-7/MGT-7A, before applying. The ROC may not approve the conversion until you clear all statutory compliances.
- Choosing an Ineligible Member or Nominee: Ensure the sole member and nominee meet the OPC eligibility requirements before filing Form INC-3.
Avoiding these mistakes can save weeks of delays, additional filing fees, and repeated ROC resubmissions. RegisterKaro simplifies the entire Private Company to OPC conversion process, from preparing compliant documents to tracking every stage until the ROC issues the fresh Certificate of Incorporation. Contact us today to convert your Private Limited Company into an OPC accurately!
