OPC to Private Limited Company Conversion

Introduction

Converting your One Person Company (OPC) into a Private Limited Company is a strategic move to unlock greater business opportunities. It allows you to add shareholders, raise capital more easily, and boost your company’s credibility. However, this transition must be done in full compliance with the Companies Act, 2013, to ensure legal validity and avoid penalties.

At IndiaFilings, we make the conversion process simple and stress-free. Our experts handle everything—from drafting and filing the required documents to ensuring complete legal compliance—so your business can grow without roadblocks.

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Legal Framework for Converting an OPC to a Private Limited Company

The conversion of a One Person Company (OPC) into a Private Limited Company is governed by Section 18 of the Companies Act, 2013, along with the Companies (Incorporation) Rules, 2014. This legal provision enables OPCs to expand their structure by adding shareholders and directors—without affecting any existing debts, liabilities, or contractual obligations. The process is designed to support business growth by offering greater flexibility and scalability.

Types of OPC Conversion

OPCs can convert into Private Limited Companies through Voluntary Conversion or (previously mandatory) Compulsory Conversion:

1. Voluntary Conversion

An OPC may choose to convert into a Private Limited Company at any point, regardless of its financial status. There are no minimum thresholds for turnover or paid-up share capital. This allows business owners to restructure based on strategy and growth goals, rather than being limited by financial criteria.

2. Compulsory Conversion (Now Removed)

Previously, OPCs were required to convert into Private Limited Companies if:

Paid-up share capital exceeded ₹50 lakh, or
Average annual turnover exceeded ₹2 crore.

Update:
With the Companies (Incorporation) Second Amendment Rules, 2021—following the Union Budget 2020–21—this requirement has been eliminated.

Current Scenario

OPCs can now remain as a one-person entity even if they surpass the earlier financial limits. This regulatory change grants entrepreneurs greater freedom to decide when or whether to expand their company structure

Current Requirements for Converting an OPC into a Private Limited Company

To voluntarily convert a One Person Company (OPC) into a Private Limited Company, the following key steps must be completed in accordance with the Companies Act, 2013:

1. Modification of MOA and AOA

The Memorandum of Association (MOA) and Articles of Association (AOA) must be amended to reflect the new structure of a Private Limited Company. These alterations, in line with Sections 18 and 122 of the Companies Act, 2013, ensure that the company’s governance and operational framework meets the statutory requirements of a private company.

2. Minimum Members and Directors

To qualify as a Private Limited Company, the business must have:

At least two shareholders (members)
A minimum of two directors

This is mandatory under the Companies Act, 2013, and ensures the company meets the governance standards applicable to private companies.

3. Submission of Form INC-6

The company must file Form INC-6 with the Ministry of Corporate Affairs (MCA) to initiate the conversion process. This form serves as the official application for converting an OPC to a private company and must be submitted along with the necessary supporting documents, including:

The revised MOA and AOA
Board and shareholder resolutions
Consent from the members and directors

Procedure for Converting an OPC into a Private Limited Company

Converting a One Person Company (OPC) into a Private Limited Company involves several legal and procedural steps, as outlined under the Companies Act, 2013 and associated rules. Here’s a structured guide to ensure a smooth and compliant transition:

1. Board Meeting Notice

Issue a notice for a Board Meeting in accordance with Section 173 and Secretarial Standard SS-1, giving at least 7 days’ notice to all directors. In urgent situations, shorter notice may be used. The notice must include the agenda, draft resolutions, and relevant documents.

2. Conduct Board Meeting

During the Board Meeting, pass key resolutions including:

Appointment of Additional Directors (to meet private company requirements)
Approval of EOGM Notice and Explanatory Statement (per Section 102)
Approval of Revised MOA and AOA
Scheduling of Extra-Ordinary General Meeting (EOGM)
Authorization for EOGM Notice Issuance and ROC Filings

Draft and circulate minutes within 15 days of the meeting. For OPCs, the resolution is deemed approved when signed and recorded by the sole director (Section 122(4)).

3. Amend MOA & AOA

As per Rule 6(1) of the Companies (Incorporation) Rules, 2014, modify the Memorandum and Articles of Association to reflect the company’s new status and structure. This alteration must be recorded by resolution under Section 122(3).

4. Appointment of Directors

To meet Private Limited Company requirements, appoint a minimum of two directors. In some cases, three directors may be required based on the company’s post-conversion structure.

5. Convene General Meeting

Call a General Meeting to formally approve the conversion:

Issue Notice to members with details (date, time, venue) and attach the agenda and explanatory statement.
Seek Shareholder Approval through a special resolution.
Record Minutes of the meeting, including voting outcomes and discussions.

6. Filing with Registrar of Companies (ROC)

Form MGT-14

File this form to submit the special resolution and updated charter documents to the ROC.

Form INC-6

Submit Form INC-6 to officially request conversion under Section 18 and Rule 6(3). Attach the following documents:

Altered MOA and AOA
Special Resolution copy
List of proposed shareholders and directors with consent
List of creditors
Latest attested financial statements
Declaration by directors (confirming member and creditor consent)

7. Issuance of New Certificate of Incorporation

Once the ROC reviews and verifies all filings and fees, a new Certificate of Incorporation (Form INC-25) is issued as per Section 13(3) and Rule 29(2). This certificate officially confirms the conversion of the OPC into a Private Limited Company and its new legal identity

Post-Conversion Compliances After OPC to Private Limited Company Transition

Once the conversion of a One Person Company (OPC) into a Private Limited Company is complete, certain post-conversion compliances must be fulfilled to ensure full legal alignment and operational continuity.

1. Update Memorandum and Articles of Association (MOA & AOA)

In accordance with Section 15(1) of the Companies Act, 2013, all copies of the company’s MOA and AOA must be updated to reflect the approved changes. This ensures consistency across all official documentation.

2. Print Updated MOA, AOA & Certificate of Incorporation

The company must print revised versions of:

The Memorandum of Association (MOA)
The Articles of Association (AOA)
The New Certificate of Incorporation

These updated documents must reflect the company’s converted status as a Private Limited Company.

3. Display Company Name and Registered Office

As per Section 12(3)(a) of the Companies Act:

The company name and registered office address must be clearly displayed in legible letters at every business location.

4. Update Company Seal (if applicable)

If a company seal is used, ensure the updated company name is engraved legibly, complying with Section 12(3)(b).

5. Revise Company Details on All Official Communication

Under Section 12(3)(c), update all business correspondence and publications to include:

New company name
Registered office address
Corporate Identity Number (CIN)
Contact details (phone, fax, email)
Website (if applicable)

This applies to all:

Letters
Notices
Invoices
Letterheads
Business cards

6. Update Financial & Legal Instruments

In compliance with Section 12(3)(d), print the new company name on all financial instruments, including:

Promissory notes
Bills of exchange
Hundis
Legal agreements

7. Notify Banks and Utility Providers

Inform all associated:

Banks
Utility service providers
Vendors and suppliers

about the updated company name and registered office address to ensure seamless transactions and communication.

8. File Amendment Applications with Regulatory Authorities

Post-conversion, file updates with relevant departments under applicable laws, such as:

Goods and Services Tax (GST)
Shops and Establishment Act
Factories Act
Inter-State Migrant Workmen Act
Private Security Agencies Regulation Act
EPFO (Employees’ Provident Fund Organisation)
ESIC (Employees’ State Insurance Corporation)
Other industry-specific or labor laws

Effortless OPC to Private Limited Company Conversion with IndiaFilings

At IndiaFilings, our experts ensure a smooth and hassle-free transition from a One Person Company (OPC) to a Private Limited Company. We offer end-to-end assistance, from updating statutory documents and securing necessary approvals to filing with the Registrar of Companies (ROC) — all while ensuring complete legal compliance.

With our in-depth knowledge and hands-on support, you can focus on growing your business while we take care of the formalities.

Ready to scale your business?
Partner with IndiaFilings for a seamless OPC to Private Limited Company conversion and take the next step toward expansion and credibility.

About the Author

Rohit

Rohit is a seasoned legal writer known for simplifying complex legal concepts into clear, practical guidance. His work empowers entrepreneurs with the legal insights they need to confidently launch, manage, and grow their businesses.

June 12, 2025