Convert OPC to Private Limited Company
An OPC must have a minimum of two directors and two members in order to become a private limited company. Additionally, the modification of the OPC’s Memorandum of Association (MOA) and Articles of Association (AOA) must be approved by a board decision
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INTRODUCTION
Do you know about the conversion of an OPC to a Private Limited Company?
Are you aware that you can convert your One Person Company (OPC) into a Private Limited Company?
Transforming an OPC into a Private Limited Company opens up wider opportunities for growth, expansion, and easier fundraising. Unlike compulsory conversions based on paid-up share capital or turnover thresholds, an OPC can also voluntarily convert into a Private Limited Company without meeting those limits.The conversion process involves updating the Memorandum and Articles of Association (MoA & AoA) and submitting an application to the Central Government. Once converted, the company retains its legal identity, assets, and liabilities — but now with added flexibility and credibility.To complete the transition, the company must have at least two directors and two shareholders, fulfilling the minimum requirements for a Private Limited Company. This shift enhances your ability to raise funds through ESOPs, private placements, venture capital, and other investment avenues, setting the stage for long-term success.
Advantage
Advantages of Conversion of OPC to a Private Limited Company
Easier to Raise Funds
A Private Limited Company can raise capital more easily compared to an OPC. It can attract funding through private equity, venture capital, angel investors, and Employee Stock Option Plans (ESOPs). This provides better access to resources needed for expansion and growth.
Limited Liability Protection
In a Private Limited Company, the personal assets of shareholders and directors remain protected. Their liability is limited only to the amount of share capital they have subscribed to and not yet paid, safeguarding them from business debts and obligations.
Tax Efficiency
Under the Income Tax Act, an OPC is taxed at the same rate as other companies — usually around 30% on total income. This means an OPC does not enjoy any special tax benefit. By converting to a Private Limited Company, you gain access to better structuring options, tax planning opportunities, and benefit from various deductions and exemptions available to larger entities.
Separate Legal Existence
A Private Limited Company is recognized as a separate legal entity distinct from its owners and management. This means the company can own property, open bank accounts, enter into contracts, and sue or be sued in its own name — providing greater credibility and continuity for your business.
A LIST OF DOCUMENTS
✅ Documents Required to Convert an OPC to a Private Limited Company
Here’s the list of essential documents you’ll need for a smooth conversion process:
🔹 PAN Card
PAN Card of the sole member/director. In case of foreign nationals, a valid passport can be provided.
🔹 Identity Proof
Aadhar Card, Voter ID, Passport, or Driving License of all proposed directors and shareholders.
🔹 Photograph
Recent passport-size photographs of all proposed directors and shareholders.
🔹 Address Proof
Latest Bank Account Statement, Telephone Bill, or Electricity Bill for all directors and shareholders (not older than 2 months).
🔹 NRI / Foreign Nationals
If any director/shareholder is an NRI or foreign national, their documents must be notarized or apostilled as per the applicable law.
🔹 Business Address Proof
Latest Electricity Bill, Telephone Bill, or any utility bill of the registered office address.
🔹 No Objection Certificate (NOC)
NOC from the owner of the premises if the registered office is on rented premises.
🔹 Financial Statements
Certified copy of the latest audited financial statements of the OPC.
🔹 Incorporation Documents of the OPC
Copy of the existing Certificate of Incorporation, Memorandum of Association (MoA), and Articles of Association (AoA).
How to Choose a Name for Your Company
Special Name
An original name that isn't already registered as a business or trademark has a better chance of getting approved by the MCA.
Operations of Business
It is excellent for the second portion of the name to allude to the company's line of work.
Suffix to Name
The company's name must finish in Pvt. Ltd., or Private Limited Company.
✅ Convert OPC into Private Company in 3 Easy Steps
1️⃣ Answer Quick Questions
Spend less than 10 minutes filling out our simple online questionnaire.
Provide basic details and upload the required documents.
Make a secure payment through trusted payment gateways.
2️⃣ Experts Are Here to Help
A dedicated Relationship Manager will be assigned to guide you throughout.
Assistance with procurement of Digital Signatures (DSC) for new directors.
Drafting and passing necessary Board Resolutions for voluntary conversion.
Approval from the Central Government for conversion.
Increase in Authorized Share Capital, if required.
Alteration of Memorandum of Association (MoA) and Articles of Association (AoA).
Application for updated PAN & TAN.
3️⃣ Your Company is Registered
Your OPC will be successfully converted into a Private Limited Company.
Entire process typically takes up to 20 working days (subject to Government processing time).
🗂️ Process of Converting OPC to Private Limited Company
📅 Day 1 – 2
Free consultation & complete guidance on conversion process.
Collection of required information and documents.
Apply for Digital Signature Certificate (DSC) for new directors (if needed).
📅 Day 3 – 8
Drafting Board Resolutions and other necessary documents & affidavits.
Alteration of MoA & AoA.
Get the required documents signed by the directors/shareholders.
📅 Day 9 – 15
Online filing of forms for alteration in MoA & AoA with ROC.
Government processing time for approval.
📅 Day 16 onwards
Filing of Form INC–6 for voluntary conversion to Private Limited Company.
Receive the Certificate of Incorporation with updated status.
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.
Under Rule 6 of the Companies (Incorporation) Second Amendment Rules, 2021, there are no longer any mandatory thresholds for voluntary conversion.
Previously, an OPC was required to convert if:
Its paid-up share capital exceeded ₹50 lakh, or
Its annual turnover exceeded ₹2 crores for three consecutive years.
Now, an OPC can voluntarily convert at any time without these limits.
Yes, an OPC can choose to convert into a Private Limited or Public Limited Company at any time, as long as it meets the minimum requirements:
For a Private Limited Company, you need at least 2 directors and 2 shareholders.
For a Public Limited Company, a minimum of 3 directors and 7 shareholders is required, as per the Companies Act, 2013.
No, an OPC cannot be incorporated or converted into a company for non-profit or charitable purposes. Also, an OPC cannot carry out non-banking financial or investment activities, including investing in securities of other corporate bodies.
All existing liabilities, debts, and obligations of the OPC remain intact even after conversion. The new Private Limited Company will be fully responsible for all previous commitments of the OPC.