Procedure for Conversion of Private Company into OPC (2026 Guide)

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.
• 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.

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 file.
• EGM notice with explanatory statement sent to all members, directors, and auditors.
• Certified copy of the special resolution passed at the EGM.
• Written NOC from all existing members and all creditors.
• Altered MOA and AOA reflecting OPC status, with the name updated to “(OPC) Private Limited.”
• Latest audited financial statements (Balance Sheet and Profit & Loss Account).
• Nominee’s written consent in Form INC-3.
• List of current members and creditors on company letterhead.
• All pending ROC annual filings completed 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.

Timeline: Issue the notice at least 21 days before the EGM.

Step 2: Collect NOC from Members and Creditors

Collect written NOCs 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, covering the:

• 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

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. 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 and attach the:

• 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. 

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.

Timeline: ROC usually processes applications within 15 to 30 working days.

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.
• 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.

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:

• Lower compliance: An OPC does not need an AGM and files the simpler MGT-7A annual return. It also does not need a Cash Flow Statement.
• Single-person control: OPC incorporation suits businesses where one promoter wants complete ownership and control.
• No capital or turnover limits: Eligible companies can convert into an OPC without the earlier ₹50 lakh paid-up capital and ₹2 crore turnover limits.
• Lower costs: Fewer compliance requirements can reduce annual professional and administrative costs.
• Simpler decisions: The sole member can record resolutions directly in the minutes book, simplifying routine decisions.
• Continued protection: The OPC remains a separate legal entity, so the owner’s personal assets generally remain protected from business liabilities.

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