What forms are required for the conversion of a Private Limited Company into an OPC?

Two forms are required: Form MGT-14, which must be filed within 30 days of passing the special resolution, and Form INC-6, which is the main conversion application. Form INC-3, the nominee’s consent form, must be attached to Form INC-

All three forms are filed with the Registrar of Companies on the MCA portal. 4. Does the conversion of a Pvt. Ltd. into an OPC affect existing debts and contracts?

No. All existing debts, liabilities, obligations, and contracts of the Private Limited Company remain fully valid and enforceable after conversion. The OPC steps into the legal shoes of the Private Limited Company and stays bound by all prior commitments made before conversion.

How long does the process of converting a private company into an OPC take?

The timeline depends on ROC processing speed and document readiness. Filing MGT-14 must happen within 30 days of the special resolution. INC-6 is filed after MGT-14 approval. Once INC-6 is filed with complete documents, the ROC typically processes the application within 15 to 30 working days and issues the new Certificate of Incorporation.

Can a Private Limited Company convert into an OPC if it has existing business licenses like GST, FSSAI, or trade licenses?

Yes, a Private Limited Company can convert into an OPC even if it holds business licenses such as GST, FSSAI, or trade licenses. After the ROC issues the new Certificate of Incorporation, you must update all registrations and licenses with the company’s new OPC name, but the underlying licenses and permissions remain valid and unchanged.

Do I need to update GST and Income Tax records after successful conversion to OPC?

Yes, you must update your GST and Income Tax records after converting to an OPC. Once the ROC issues the new Certificate of Incorporation with the OPC name, you should inform the GST department and Income Tax Department so they can update the company name on GST and PAN/TAN records while the existing registration numbers continue.

Can all existing directors and shareholders keep their roles after conversion to OPC?

No, after conversion to an OPC, only one person can remain as the sole member and director. Other shareholders must transfer their shares to the proposed sole member before starting the conversion process, because OPC law requires a single member and director post‑conversion.

What happens if the company has secured loans at the time of conversion?

If your company has secured loans, you must obtain a No Objection Certificate (NOC) from all secured creditors before filing the conversion forms. The ROC may reject the application without these creditor consents because all stakeholders must agree to the change in corporate structure before approval.

Does the conversion impact ongoing contracts, liabilities, or existing employment agreements?

No, conversion to an OPC does not affect ongoing contracts, liabilities, or employment agreements. The OPC retains the legal identity of the private company and remains responsible for all existing obligations, contracts, debts, and employee liabilities even after the change in company structure.

What are the conditions for the conversion of a private company into an OPC in 2026?

As per the Companies (Incorporation) Second Amendment Rules, 2021, effective from 1 April 2021, there are no restrictions on paid-up capital or annual turnover. The sole condition is that the proposed member must be a natural person, an Indian citizen, and a resident in India. The company must not be a Section 8 company, and the proposed member must not already be a member of another OPC.

Can an NRI Be a Member of an OPC?

Yes, a Non-Resident Indian (NRI) can be a member of an OPC as per the 2021 Companies (Incorporation) Second Amendment Rules. The NRI must satisfy all eligibility conditions, including being a natural person, an Indian citizen, and not already a member of another OPC. Minor NRIs cannot act as members or nominees.

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

Q: The company must pass a special resolution at an Extraordinary General Meeting and obtain all necessary No Objection Certificates from members and creditors. After filing Forms MGT-14 and INC-6 with the ROC, the conversion becomes legally effective. 2. What is the procedure for the conversion of a private company into an OPC?

The process involves six main steps: hold a board meeting, collect NOC from members and creditors, pass a special resolution at an EGM, alter the MOA and AOA, file Form MGT-14 within 30 days of the resolution, and then file Form INC-6 with the ROC along with all required documents. The ROC then reviews the application and issues a new Certificate of Incorporation.

Joel Dsouza

Updated:Mar 12, 2026

13 min read

Table of Contents

Many business owners prefer to operate independently without involving multiple shareholders. When a single founder manages the entire business, maintaining a multi-member company structure may become unnecessary. In such cases, the conversion of a Private Limited Company into a One Person Company (OPC) allows the business to restructure into a single-owner company under the Companies Act, 2013.

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 Private Limited Company, regardless of its capital or turnover, can convert into an OPC.

This guide explains the eligibility criteria, required documents, step-by-step procedure, and post-conversion compliance requirements for converting a Private Limited Company into a One Person Company (OPC).

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). OPC registration 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. Before starting the process, founders should clearly understand the conditions for the conversion and the operational benefits it offers. 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.
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 Member	Not allowed
Company Type Excluded	Section 8 companies cannot convert into OPC
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

One important clarification: Before the 2021 amendment, a private company could only convert into an OPC if its paid-up capital was ₹50 lakh or less, and its average annual turnover was ₹2 crore or less.

The Companies (Incorporation) Second Amendment Rules, 2021, effective from 1 April 2021, removed both these conditions. Now, any private limited company can apply for conversion into an OPC without any capital or turnover restrictions.

Key Conditions to Match for Conversion of Private Company into OPC

Please ensure all these documents are prepared before you begin filing. Missing even one attachment can delay your ROC approval:

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 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: 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.

Step-by-Step Procedure for 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. The board meeting serves two purposes. First, all directors formally approve the conversion proposal at this meeting. Second, the board fixes the date, time, and place for the Extraordinary General Meeting (EGM). The board also approves the draft notice and explanatory statement for the EGM at this stage.

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.

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 Memorandum of Association to remove the word “Private” from the company name clause. Add the words “One Person Company” in brackets after the name. Also, remove all clauses in the MOA and AOA that apply only to private companies and add the clauses specific to 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
Altered MOA and AOA

Timeline: File within 30 days of EGM resolution.

Step 7: File Form INC-6 with ROC

File Form INC-6 with the ROC 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. Both MGT-14 and INC-6 carry the same 30-day deadline from the date of the special resolution.

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 within 30 days of EGM resolution, alongside MGT-14 documents.

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.

Compliance Before and After Conversion: Private Limited vs OPC

One of the main reasons business owners choose the conversion of a Private Company into an OPC is the significant reduction in compliance obligations. An OPC does not need to hold an AGM, prepare a Cash Flow Statement, or meet the same board meeting frequency as a Private Limited Company.

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
Annual Return (MGT-7A)	MGT-7 applicable	Simplified MGT-7A
Cash Flow Statement	Mandatory	Exempted

The comparison above highlights the key operational and compliance differences between these two company structures. Business owners who want deeper clarity on structure, ownership rules, and compliance requirements can explore 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.

How RegisterKaro Helps You Convert a Private Company into an OPC?

We guide business owners through the complete process of converting a Private Limited Company into a One Person Company. With our 5+ years of experience and 50,000+ clientele expertise, we ensure the process is fast, legal, and easy. Our team handles all compliance requirements and coordinates with the Registrar of Companies.

Key ways we assist include:

Document Preparation: We help you prepare board resolutions, special resolutions, and all required NOCs.
ROC Filing: We file Form MGT-14, INC-6, and INC-3 accurately and on time.
Nominee Assistance: We guide you in appointing a nominee and obtaining their consent.
Post-Conversion Updates: We help update your company name on PAN, GST, bank accounts, and licenses.
Expert Support: Our specialists monitor every step to ensure smooth approval and legal compliance.

Rely on our experience and expertise to make your conversion seamless and stress-free. Contact us today for professional assistance in converting your company into an OPC.

Frequently Asked Questions

Yes, a Private Limited Company can convert into an OPC under Section 18 of the Companies Act, 2013. The company must pass a special resolution at an Extraordinary General Meeting and obtain all necessary No Objection Certificates from members and creditors. After filing Forms MGT-14 and INC-6 with the ROC, the conversion becomes legally effective.