Update Name & Letterheads
Update company name stamps, signage, letterheads, and invoices to reflect "OPC Private Limited" or "(OPC) Private Limited" across all channels.
MCA COMPLIANT CONVERSION
Pvt To Opc Registration
Seamlessly transition your Private Limited entity into an OPC under Section 18 of the Companies Act, 2013. Eliminate multi-director compliance overhead while retaining limited liability and corporate legal identity.
100%MCA Statutory Compliance
10-15 DaysTurnaround Time
500+Successful Conversions
FREE EXPERT ADVICE
Convert to OPC Today
Talk to our corporate compliance experts for a hassle-free evaluation.
Thanks! Your consultation request has been received. Our expert will contact you shortly.
SAMPLE
Fresh Certificate on Conversion
Ministry of Corporate Affairs (MCA) — sample conversion certificate
Illustrative sample. Your official certificate is issued after approval.
01
Section 18 Framework
Governed under Companies Act, 2013 & Companies Rules, 2014.
02
No Threshold Limits
Turnover and paid-up capital limits removed via 2021 MCA amendments.
03
NOC Requirement
Mandatory approval from all creditors & shareholders prior to filing.
04
Form INC-6 Filing
Official e-filing submitted directly to ROC for conversion approval.
OVERVIEW
Streamline Your Business Governance Structure
Converting a Private Limited Company into a One Person Company (OPC) allows entrepreneurs who find themselves as sole promoters to simplify regulatory compliance without giving up limited liability protection or corporate status. Under Rule 7 of the Companies (Incorporation) Rules, 2014, a Private Limited Company (other than Section 8 companies) can freely convert into an OPC.
Following recent Ministry of Corporate Affairs (MCA) amendments, mandatory capital and turnover limits for OPCs have been removed. This means any active Private Limited Company—irrespective of its paid-up capital or annual revenue—can convert into an OPC, provided it obtains full consent from its members and creditors.
Governing LawCompanies Act, 2013 (Section 18)
Primary Forme-Form INC-6
Mandatory Approvals100% Shareholders & Creditors NOC
Member Requirement1 Natural Person (Indian Citizen/Resident)
Minimum Board Size1 Director & 1 Nominee
Estimated Time10 - 15 Working Days
ELIGIBILITY CRITERIA
Prerequisites for Conversion to OPC
| Criterion | Requirement | Remarks / Legal Provision |
|---|---|---|
| Shareholder Count | Reduced to exactly 1 shareholder | Existing shareholders must transfer shares to the single remaining promoter before conversion. |
| Sole Promoter Eligibility | Natural person, Indian Citizen | Can be a resident or non-resident in India (resident stay requirement is 120 days in the preceding financial year). |
| Nominee Appointment | Mandatory 1 Nominee Director | Written consent in Form INC-3 required in case the sole member dies or becomes incapacitated. |
| Creditor Approvals | No-Objection Certificates (NOCs) | Written NOCs must be secured from all existing secured and unsecured creditors prior to filing. |
| Company Type Exclusion | Non-Section 8 / Non-NBFC | Companies registered under Section 8 (Non-Profit) or engaged in financial/NBFC activities cannot convert to OPC. |
| Annual Returns Compliance | Up-to-date ROC filings | All pending financial statements (AOC-4) and annual returns (MGT-7) must be filed prior to conversion. |
REQUIRED DOCUMENTS
Checklist for Smooth ROC Filing
1. Identity & Address Proofs
PAN Card, Aadhaar Card, Passport/Voter ID, and latest utility bills for both the sole member and the appointed nominee.
2. Nominee Consent (Form INC-3)
Duly signed written consent of the nominee member along with their identity proofs and PAN.
3. Altered MOA & AOA
Updated Memorandum and Articles of Association revised to incorporate OPC clauses and sole member structure.
4. Creditor NOCs & Member Declarations
No-Objection Certificates from all creditors and a signed affidavit from shareholders confirming agreement to convert.
5. Audited Financial Statements
Copy of the latest audited balance sheet, profit and loss account, and auditor’s report of the Private Limited Company.
6. Board & EGM Resolutions
Certified true copies of Board Resolutions and Special Resolutions passed in the Extra-Ordinary General Meeting (EGM).
CONVERSION PROCESS
Step-by-Step Step Roadmap to OPC
1. Board Meeting & Notice of EGM
Convene a Board Meeting to approve the proposal for conversion, pass the resolution, draft the altered MOA/AOA, and issue a 21-day notice for an Extra-Ordinary General Meeting (EGM).
2. Share Consolidation & Creditor NOCs
Execute share transfer deeds to consolidate 100% shareholding under one member. Obtain written No-Objection Certificates (NOCs) from all creditors.
3. Pass Special Resolution in EGM
Conduct the EGM and pass a Special Resolution unanimously approving the conversion of the Private Limited Company into an OPC.
4. File Form MGT-14 with ROC
File e-Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the Special Resolution along with the altered MOA/AOA and EGM notice.
5. Submit Conversion Application (Form INC-6)
File Form INC-6 with the ROC along with the declaration from directors, list of creditors, financial statements, Nominee Consent (INC-3), and mandatory affidavits.
6. Certificate of Conversion Issuance
Upon satisfactory verification of documents, the ROC issues a fresh Certificate of Incorporation confirming the successful conversion to a One Person Company.
POST-CONVERSION MANDATES
Essential Post-Conversion Compliances
PAN & TAN Updates
Apply for updated PAN and TAN certificates reflecting the converted entity's official name with the Income Tax Department.
Bank Account & Tax Portals
Notify banking partners, GST authorities, EPF/ESIC, and trademark registries to update the entity details in their master records.
Vendor & Contract Amendments
Issue formal notices or execution addendums to existing corporate clients, vendors, and lease agreements updating the corporate identity.
KEY BENEFITS
Why Convert Your Pvt Ltd to OPC?
Enjoy corporate status without the heavy burden of multiple-director governance.
Reduced Compliance Burden
OPCs enjoy exemptions from holding Annual General Meetings (AGMs) and cash flow statement filing if classified as a small company.
Complete Managerial Control
Eliminate board friction, director deadlocks, and multi-shareholder disputes. Decision-making rests entirely with the single promoter.
Retained Limited Liability
Your personal assets remain 100% protected against business debts and legal liabilities, maintaining full corporate veil benefits.
Perpetual Succession
With a mandatory nominee structure in place, the company continues its legal existence seamlessly even in unforeseen circumstances.
WHY CHOOSE US
Why Corporate Mart?
End-to-End Legal Assistance
Our experienced Chartered Accountants, Company Secretaries, and Legal Experts handle the complete drafting, documentation, and filing seamlessly.
Zero ROC Rejection Guarantee
Every resolution, altered MOA/AOA, and affidavit undergoes multi-level compliance vetting to ensure swift ROC approval on the first submission.
Dedicated Case Manager
Get a single point of contact who provides real-time filing updates and handles all creditor NOC templates and nominee document collections.
Post-Conversion Support
We don't stop at conversion. We assist with GST updates, PAN/TAN re-issuances, bank notification letters, and updated statutory registers.
FAQ
Frequently Asked Questions
Yes. However, prior to conversion, all existing shareholders must transfer their shares to a single shareholder through valid share transfer deeds, as an OPC can only have one member.
Yes. Obtaining written No-Objection Certificates (NOCs) from all secured and unsecured creditors is a strict statutory requirement before submitting Form INC-6 to the ROC.
No. Following MCA rules updates, the paid-up capital and turnover ceilings for OPCs have been removed. Any company can convert regardless of financial metrics.
The conversion does not affect any existing debts, obligations, or legal liabilities. All liabilities of the Private Limited Company continue to bind the converted OPC under Section 18 of the Companies Act, 2013.
No. Under Section 96(1) of the Companies Act, 2013, OPCs are completely exempt from holding Annual General Meetings (AGMs).
The nominee must be a natural person who is an Indian citizen (resident or non-resident). A person cannot be a nominee in more than one OPC at any given time.
Yes. The Registrar of Companies issues a fresh Certificate of Incorporation with an updated Corporate Identification Number (CIN) reflecting OPC status.
