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Procedure to convert an OPC to a Private Limited company

by registrationwala 2.0
OPC to a Pvt Ltd Company

As per Section 18 of the Companies Act, 2013, it is possible to convert an OPC to a Pvt Ltd Company. The conversion process, although lengthy, does not remove any existing debts, obligations, and contacts. Simply put, it retains the functionality of the One Person Company, but as a private limited business entity. Therefore, in this article, we are going to take a look at the procedure to complete this conversion process. 

Once you realize that running the business on your own is a bit much – you realize the need for company conversion. And the most logical transformation for your business entity is into a private limited company. This business entity, along with being India’s most popular infrastructure, provides many benefits like:

  1. Perpetual succession
  2. Access to funds
  3. Limited Liability, and more

So, without further ado, let us now discuss the procedure to go through that conversion.

But first, let us dive into the types of conversions that are present in an OPC to a Private Limited Company.

What are the types of conversions in India?

Section 18 of the Companies Act sets out two types of conversion procedures:

  1. Voluntary conversion – one that the applicant can go through whenever they deem necessary.
  2. Mandatory conversion: – it is the conversion by necessity – applicable when the annual turnover of the One Person Company has crossed a certain threshold.

Despite the different types, the converting process remains the same.

While a voluntary conversion distinguishes itself from a mandatory conversion by the virtue of choice, as an applicant, the steps that you will follow are the same.

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Step 1: Intimating the Registrar of Companies

Before taking even a single step towards filling out the application form to initiate the conversion process, you must inform the Registrar of Companies. It is only after the ROC approves of the conversion that you get permission to proceed to the next step.

Step 2: Organize a board meeting

Get the approval you have obtained from the Registrar of Companies and present it at the special meeting. Pass a board resolution at that meeting to initiate the conversion process. However, as a One Person Company, it is only your decision that counts. So pass the resolution and start with the next step.

Step 3: Turn your nominee into a Director

Lack of co-directors and presence of a nominee are the major factors that differentiate a One Person Company from a Private Limited Company. As a minimum of two directors is necessary for a private limited company, you must make a decision quickly to choose a partner. So, turn your nominee into the co-director of your company.

However, you can’t make the final decision without the approval of the Registrar of Companies. Thus, proceed with the next step.

Step 4: Draft new Memorandum of Association

A Memorandum of Association is a document that details the objectives of your business entity. As you’d be adding more directors to facilitate the conversion process, you’d need to make a few changes to the MOA. Thus, start making the modifications before proceeding to the next step of the process.

Step 5: Get the consent of the creditors of your One Person Company.

You can’t convert OPC To PVT Ltd if you don’t have consent from the creditors. Thus, your next task is making your creditors understand the debt will still stand after the conversion. And when they do comprehend that, you will obtain the consent letter from your creditors.

Step 6: Fill out the application form for Company Conversion.

To initiate the conversion process, the form to fill out is INC-6. Containing the intricate details that aid in the transformation process, this document will give the ROC a top-view of your business entity.

Step 7: Get the new Certificate of Incorporation

The Registrar of Incorporation won’t readily accept the conversion request. It will first assess the application form and the documents you provide. If both of them align with the requirements of the company conversion process, you will obtain a new certificate of incorporation.

Documents you need to facilitate the conversion process

The following are documents necessary to facilitate the company conversion procedure.

  1. Modified AOA and AOA
  2. Copy of the special resolution of passed to start the conversion
  3. List of new directors of your company
  4. List of creditors
  5. No Objection Certificate from the creditors
  6. Copy of the PAN card of the nominee and member
  7. Proof of Identity of the Nominee and the member
  8. Residential proof of the nominee and the members


While you can convert your one-person company into a Private Limited Company on both a mandatory and voluntary basis – the process will remain the same. We have highlighted the procedures in this blog. If you need any further information about the conversion process, contact Registrationwala.

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