Conversion from Sole Proprietorship to One Person Company (OPC)
A One Person Company (OPC) is a unique form of corporate structure introduced to provide sole proprietors the benefits of a private limited company, such as limited liability and legal recognition.
When a sole proprietorship is converted into an OPC, a new corporate entity is created, and all the assets, liabilities, and legal rights of the existing proprietorship are transferred to the newly formed OPC. This legal transformation helps business owners operate with greater credibility, scalability, and protection while retaining full control of the company.
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INTRODUCTION
Convert Proprietorship to OPC
A One Person Company (OPC) is an upgraded and more structured version of a sole proprietorship. It offers the benefits of a corporate framework while allowing the individual promoter to retain full control of the business. OPC is an ideal organizational model for small to medium-sized businesses that are looking to grow while limiting personal liability.Converting a sole proprietorship into an OPC is a strategic move that provides a more secure and recognized legal structure. Under this model, the sole owner becomes the shareholder and director, thereby maintaining complete authority over the business operations. However, unlike a proprietorship, the personal assets of the owner are protected, as liability is limited to the amount invested in the company.Similar to a Private Limited Company, an OPC allows for the appointment of a nominee director to manage the company in case the sole director is unable to continue. The nomination of this alternate director is a mandatory requirement during OPC registration, ensuring business continuity.
Advantage
Advantages of conversion from proprietorship to OPC
Separate Legal Entity with Limited Liability
An OPC is recognized as a separate legal entity, distinct from its owner. This structure ensures that the owner's personal assets are safeguarded, and their liability is limited to the extent of their shareholding in the company.
Better Business Opportunities
OPCs enjoy more credibility than sole proprietorships. Large corporations and financial institutions prefer engaging with companies that offer limited liability and a structured framework. This makes it easier for OPCs to secure funding, build trust with clients and suppliers, and expand operations.
Easy to Manage Structure
With only one member at the helm, an OPC is easy to manage. There is no requirement to conduct regular general or annual meetings. Decision-making is swift, as approvals are not dependent on other stakeholders.
Organized Business Framework
An OPC offers a structured model similar to a private limited company. It comes with corporate features such as a registered identity, perpetual succession, and statutory governance. This structure provides clarity and legal recognition, which is lacking in a sole proprietorship.
A LIST OF DOCUMENTS
Documents Required for Conversion to One Person Company (OPC)
1. Identity Proof
PAN Card of the proposed Director and Nominee (self-attested scanned copy)
Any one of the following: Aadhar Card / Voter ID / Passport / Driving License
2. Address Proof
Latest Bank Statement or Utility Bill (in the name of the Director and Nominee)
Must not be older than two months
3. Registered Office Proof
For Rented Property:
No Objection Certificate (NOC) from the property owner
Utility Bill (not older than two months)
Notarized Rent Agreement
For Owned Property:
Registry Proof or House Tax Receipt
Utility Bill (not older than two months)
4. Consent of Nominee
Written consent from the nominee (Form INC-3)
Required to be submitted to the Registrar of Companies (RoC)
5. Passport Size Photograph
Recent passport-sized photographs of the Director and the Nominee
Convert Your Proprietorship to OPC in 3 Easy Steps
1. Answer Quick Questions
Complete a simple questionnaire in under 10 minutes
Share basic details and required documents
Make payment via our secure gateway
2. Let the Experts Handle It
Dedicated Relationship Manager assigned
Digital Signature Certificate (DSC) procurement
Company name reservation under RUN
Drafting of MOA, AOA, and necessary incorporation documents
Certificate of Incorporation issuance
3. Your OPC is Officially Registered
Get your OPC registered in 12–15 working days
Subject to Government processing time
Process Timeline – Proprietorship to OPC Conversion
Day 1
Apply for Digital Signature Certificate (DSC)
Day 2 – 4
Check name availability
Apply for name reservation under “RUN”
Receive confirmation of name reservation
Day 5 – 8
Draft Memorandum of Association (MoA) & Articles of Association (AoA)
Notarize required documents
Pay applicable stamp duty
Day 9 – 10
File incorporation application
Apply for DIN (Director Identification Number)
Apply for PAN and TAN of the OPC
Day 11 – 15
Government processing time
Receive Certificate of Incorporation and final documents
Frequently Asked Questions
Have questions before reaching out? Here are quick answers to some of the most common queries we receive about contacting us, consultations, and service inquiries.
To incorporate a One Person Company in India, you must declare an authorized capital of ₹1 lakh. However, there is no requirement to invest the capital immediately—it doesn’t need to be paid-up at the time of registration. The maximum capital permitted at the time of OPC incorporation is ₹50 lakh.
Once registered, an OPC remains valid and active indefinitely, as long as annual compliances are regularly filed. Failure to comply may lead the company to become “Dormant” and eventually be struck off by the Registrar. However, revival is possible within 20 years from the date of strike-off.
An OPC must comply with the following:
Maintain a minimum authorized capital of ₹1 lakh.
Shares are non-transferable.
Public invitation to subscribe to securities is not allowed.
If the sole member (owner) enters into a contract with the company (as director), terms must be recorded in writing, either in the Memorandum or Board Meeting Minutes.
The company must inform the RoC of such a contract within 15 days of approval.
No, an individual is permitted to form only one OPC at any given time. The same restriction applies to the Nominee Director.
To register a One Person Company, you need:
Digital Signature Certificate (DSC) of the subscriber and nominee
Director Identification Number (DIN)
A valid Registered Office address
All required KYC documents of subscriber and nominee
To fast-track OPC incorporation:
Ensure the proposed company name is unique and adheres to MCA naming guidelines.
Prepare all documents (ID, address proof, consent, NOC, etc.) in the correct format and latest versions.
Double-check that nominee and director details are consistent and complete.
🔗 Want to know more about choosing the perfect name? Read: Mark Business Identity Wisely – Choosing the Name of Company
A One Person Company (OPC) is a unique form of corporate structure introduced to provide sole proprietors the benefits of a private limited company, such as limited liability and legal recognition.
When a sole proprietorship is converted into an OPC, a new corporate entity is created, and all the assets, liabilities, and legal rights of the existing proprietorship are transferred to the newly formed OPC. This legal transformation helps business owners operate with greater credibility, scalability, and protection while retaining full control of the company.
Served Over 8000 Startups and MSMEs
4.6/5 Google Review
A policy of 100% satisfaction guaranteed
INTRODUCTION
Convert Proprietorship to OPC
An enhanced version of a single proprietorship is a one-person business. One-person enterprises are excellent organizational models for medium-sized enterprises. Converting a sole proprietorship into a one person company is a wise business move since it is an enhanced and superior version of a single proprietorship. With this particular corporate structure, the sole promoter maintains complete control over the firm while minimizing his responsibilities to protect his personal assets. This company’s owner is a shareholder. As with Private Companies, OPC may also designate a different person as a director for its administration. In the event of OPC, the nomination process must be completed.
ADVANTAGES
Advantages of conversion from proprietorship to OPC
Separate Legal Entity hence limited liability
Safeguarding the individual assets of the business guarantees that the owner's liability is restricted to the amount of their own ownership.
Opens better business avenue's
OPC is preferred by large corporations over proprietorship enterprises for business dealings. OPC is registered in the same way as a private company, and since private corporations are the more reputable type of business, obtaining capital from financial institutions is a breeze for them. It boosts the trust that clients and suppliers have in the company.
An easy to manage structure
Because there is only one member, OPC's structure is controllable. An further regular general meeting or an annual meeting is not necessary. Since there is just one person with the ability to make choices, there is no need to wait for approval from anybody.
Organized Structure
The OPC provides the business with limited liability protection by giving it a structure akin to that of a private limited company. An ordered framework is not offered by a lone proprietorship.
A LIST OF DOCUMENTS
Documents required
Identity Proof
scans of the PAN cards for each director, nominee, and voter ID, passport, driving license, and Aadhar card.
Address Proof
Current utility or bank statement in the director's and nominee's names, no more than two months old
Registered Office Proof
In the event that the property is owned, the house tax receipt or registry proof, the owner's No Objection Certificate (NOC), and a utility bill that is no more than two months old, together with a notarized rent agreement, are required.
Consent of nominee
It is necessary to register the nominee's written approval with the Registrar of Companies (RoC)
Passport size photograph
Latest Passport sized photograph of the directors and nominee.
Do you require help? Fear not—experts are on hand to assist!
Dial : 7060840732 | 9084890415 or send an email to support@classictrademark.in
to reach us.
Convert into OPC in 3 easy Steps
1. Respond to Quick Questions
- Our questionnaires take less than ten minutes to complete.
- Give the essential information and paperwork needed to convert a proprietorship to a partnership.
- Pay using a safe and secure payment gateway.
2. Experts are Here to Help
- Dedicated Relationship Manager
- Procurement of Digital Signatures (DSC)
- Application for Name Reservation
- Documents drafting including MOA and AOA
- Certificate of Incorporation
3. Your Company is Registered
- All it takes is 12 – 15 working days*
Process of converting Proprietorship to OPC
Day 1
- Application for Digital Signature Certificate DSC
Day 2 - 4
- Checking Name availability
- Application for Name Reservation under “RUN“
- Reservation of Name
Day 5 - 8
- Drafting of MoA, AoA & other documents
- Payment of Stamp Duty
- Notarization of required documents
Day 9 - 10
- Filing application for company registration
- Application for DIN Allotment
- Application for PAN and TAN of company
Day 11 - 15
- Government processing time
Explore conversion of proprietorship to One Person Company registration in India
Frequently Asked Questions
- A private limited corporation and an OPC have the same capital requirements. Initially, ₹1 lakh in approved capital is required. However, none of this is truly required to be paid for. This implies that you won’t actually need to make any financial investments in the company. At incorporation, the capital should not exceed ₹50 lakh.
- As long as the annual compliance is consistently fulfilled, a company that has been incorporated will be active and operational. If the yearly compliance requirements are not met, the business will go into dormancy and could eventually be removed from the register. A company that has been struck off may be resurrected for a maximum of 20 years.
An OPC limited by shares needs to meet the standards listed below:
· A minimum of ₹1 Lac in authorized share capital is required.
o It is not permitted to transfer shares to another person.o An OPC is not allowed to extend any invitations to the general public to subscribe for the company’s securities.
The terms of any contract or offer made by the OPC limited by shares or by guarantee to the one member of the business who is also its director must be documented in writing. Additionally, the same needs to be included in a message or noted in the board meeting minutes that follow the initial communication.
Every contract an OPC enters into with a single member of the company must be reported to the Registrar within fifteen days of the date of approval.
No, a person is only allowed to form one OPC at a time. The nominee director is also subject to the same rules.
It is necessary for all directors, as well as the nominee and subscriber to the MOA (owner), to obtain the DSC (Digital Signature Certificate) and DIN (Director Identification Number) in order to form a One Person Company (OPC) in India. In order to register a private limited company online, the Registered Office must also be operational.
- The company’s promoter needs to ensure that the OPC’s suggested name for online registration is extremely distinctive. Additionally, any documentation pertaining to the Subscriber, Nominee, Directors, and Registered Office must meet the necessary standards.
- For additional information regarding naming a company, please click this link. Marking Your Company’s Identity Sensibly: Selecting a Name