OPC to private limited company conversion is the process by which a One Person Company, which has a single member, becomes a private limited company with at least two members and two directors. The route is Rule 6 of the Companies (Incorporation) Rules, 2014 read with Section 18 of the Companies Act, 2013, and the application is filed on the MCA portal in Form INC-6. Since 1 April 2021 an OPC can convert voluntarily at any time, because the earlier two-year wait and the mandatory conversion thresholds were removed.
What is OPC to private company conversion?
A One Person Company is a company with only one member, who must nominate another person to take over in case of death or incapacity. It is a small-business structure that gives limited liability to a sole owner. When the owner wants a partner, investor or co-founder, the OPC form no longer fits, because it cannot have more than one member. Conversion into a private limited company is the usual answer.
Rule 6, as now in force, provides that the OPC alters its memorandum and articles by a resolution under Section 122(3) of the Act and increases the number of members and directors to the minimum for the class of company, which is two members and two directors for a private company, and seven members and three directors for a public company. The company must also keep the minimum paid-up capital for the new class and follow Section 18. Application is made in Form INC-6, which was substituted in 2021 and again by the notification of 19 January 2023.
Earlier, the conversion was mandatory once paid-up capital exceeded Rs 50 lakh or average annual turnover over the three preceding years exceeded Rs 2 crore, and voluntary conversion was not allowed before two years from incorporation. The Companies (Incorporation) Second Amendment Rules, 2021, effective 1 April 2021, removed these limits and the related intimation in Form INC-5. Always check the current Rule text before filing, because the rule has been substituted more than once.
Who should convert an OPC into a private limited company?
Conversion is now a free choice, not a compulsion based on size. It is commonly done by:
- Sole owners who want to bring in a partner or co-founder as a shareholder
- OPCs that want to raise money from investors or issue shares to more than one person
- OPCs that want to give shares or ESOPs to key employees
- Businesses that want the standard private-company structure which banks, vendors and funds recognise
- OPCs that have grown in turnover and want a more flexible ownership structure
- Owners who want a succession arrangement beyond the single nominee that an OPC allows
Benefits of OPC to Private Company Conversion
Multiple owners
A private limited company can have two or more shareholders, so co-founders and investors can hold shares.
Easier fundraising
Investors generally prefer a private limited company to an OPC, because they can subscribe for equity or preference shares.
No size-based forced conversion
Since 2021 the company is not required to convert because of capital or turnover, so the owner can choose when to convert.
Same legal entity
The company continues with its contracts, bank accounts and tax history, so the business carries on without a fresh start.
Better fit for growth
The private-company structure supports ESOPs, more directors and the later move to a public company if needed.
Eligibility & conditions for conversion
Under Rule 6 and Section 18, the main conditions are:
- The company is a One Person Company registered under the Companies Act; Section 8 companies follow a different route
- The number of members is increased to at least two and the number of directors to at least two, so that the company meets the minimum for a private company
- The memorandum and articles are altered by a resolution under Section 122(3) to remove OPC-specific clauses, such as the nominee, and to reflect the new class and name ending with 'Private Limited'
- The company maintains the minimum paid-up capital required for the class of company, as stated in the Rules
- Form INC-6 is filed with the altered e-MoA and e-AoA and the other attachments in the current form
- Pending ROC filings are up to date, as defaults are commonly queried
- If the company is to become a public company, it needs seven members and three directors and follows the public-company requirements
Documents required
Company and members
- Existing certificate of incorporation, memorandum and articles of the OPC
- Resolution of the sole member approving the conversion and the alteration of the charter documents under Section 122(3)
- Details of the new members, with PAN and identity and address proof, and allotment or transfer of shares to make at least two members
- Latest audited financial statements and tax return, where the form asks for them
Directors
- DIN and DSC of the new director or directors and their consent to act in Form DIR-2
- Board resolution appointing the additional director and filing of Form DIR-12
- Declaration or list of directors and members, as per the current INC-6 attachments
Filing documents
- Altered e-MoA and e-AoA reflecting a private limited company
- Form INC-6 digitally signed by the authorised director and a professional
- Proof of paid-up capital for the new class
- Fresh certificate of incorporation issued on approval
Step-by-step conversion process
The steps below reflect Rule 6 as understood after the 2021 and 2023 amendments. The INC-6 attachment list was revised in January 2023, so check the current checklist on the portal.
Decide the structure and new owners
Agree who will become members and directors, and how many shares each will hold. Decide whether the new company will be private or public.
Admit new members
Allot fresh shares or arrange a transfer so that the OPC has at least two members. Complete the allotment formalities and filings.
Appoint additional directors
Appoint at least one more director, obtain DIN, DSC and consent, and file Form DIR-12 where required.
Pass the resolution and alter the charter
Pass the resolution under Section 122(3) to alter the memorandum and articles, delete the OPC clauses and change the name to end with 'Private Limited'.
Check paid-up capital and pending filings
Make sure the minimum paid-up capital for the new class is maintained and clear any pending annual returns and e-forms.
File Form INC-6
File INC-6 with the altered e-MoA and e-AoA and the other attachments, with fee and DSC.
Receive the fresh certificate
On approval, the Registrar issues a fresh certificate of incorporation as a private company.
Update records and registrations
Update the name with PAN, GST, banks, licences and contracts, and move to private-company compliance such as board meetings and annual general meetings.
Government fees
A fee is payable on Form INC-6 under the Companies (Registration Offices and Fees) Rules, 2014, along with fees on any director or share-related forms filed in the process. State stamp duty may apply on the altered memorandum and articles. Because the fee tables have been revised and we have not verified the current schedule against the official portal for this page, we do not state figures.
Professional charges are quoted separately after reviewing your case. Government fees are paid directly to the authority.
How long does conversion take?
MCA does not fix a time for INC-6. Most of the time goes into onboarding the new member and director, completing allotment, drafting the new articles and clearing any pending filings. After INC-6 is filed, the Registrar may raise queries that add time.
| Stage | Typical time |
|---|---|
| Admit members and appoint directors | Depends on the new owners and their documents |
| Alter MoA and AoA, collect documents | Depends on drafting and approvals |
| INC-6 processing | Subject to ROC processing and queries |
Validity & what continues after conversion
The company is the same entity under a new class. Its assets, liabilities, contracts and registrations continue, and the ROC issues a fresh certificate of incorporation. The OPC nominee arrangement ends, and the company is governed as a private company. Keep the new certificate, altered charter and filing acknowledgements with the statutory records.
Compliance after conversion
- Hold board meetings and annual general meetings as required for a private company; see secretarial records
- File annual financial statements and annual return; see ROC annual filing
- Maintain at least two directors and two members, and keep director KYC current; see DIR-3 KYC
- Record and file share allotments and transfers, including PAS-6 filing where applicable to unlisted companies
- Appoint or reappoint the auditor as required; see auditor appointment
- Update the new name with PAN, GST, bank, licences, trademarks and contracts
- Document the new shareholding with a shareholders' or founders' agreement; see founders agreement
One Person Company vs private limited company
| Point | One Person Company | Private limited company |
|---|---|---|
| Minimum members | 1 | 2 |
| Minimum directors | 1 | 2 |
| Nominee required | Yes | No |
| Raising equity from investors | Not suited, single member | Can issue shares to investors |
| Mandatory conversion on size | Removed from 1 April 2021 | Not applicable |
| Name ends with | (OPC) Private Limited | Private Limited |
Common mistakes & rejection reasons
Only one member or one director
A private company needs at least two of each. Filing INC-6 before the allotment and director appointment are complete leads to queries.
OPC clauses left in the articles
References to the nominee and the single member must be removed. Prepare a full private-company set of articles.
Relying on old rules
Advice based on the earlier two-year wait, Rs 50 lakh capital or Rs 2 crore turnover is out of date. Check the current Rule 6 and INC-6.
Pending annual filings
Defaults in financial statements or returns can lead the Registrar to reject or query the application.
Using the old INC-6 attachment list
The form was substituted in 2021 and 2023. Always use the checklist on the live portal.
Not updating registrations
Failing to update GST, bank and licence records with the new name causes mismatch notices.
Penalties for non-compliance
Conversion is voluntary now, so there is no penalty for staying an OPC, although an OPC still must meet its own rules while it remains one. The OPC rules carry a fine on the company and its officers for contravention, but the amounts and the rule they attach to have changed with amendments and have not been verified here. Confirm the current penalty provisions before relying on any figure.
Practitioner tips
- Start with the people, not the form. Agree shareholding, board seats and the investor or co-founder documents first, then do the filings.
- Draft the new articles as a clean private-company set rather than editing the OPC articles. It avoids leftover nominee clauses.
- Complete the allotment and DIR-12 before INC-6, so the portal data shows two members and two directors at the time of filing.
- If you are about to raise money, convert first. Investors need share rights and the structure of a private company.
- Keep a note of the date of conversion for tax, GST and contract updates, and update the bank first, as other records depend on the new certificate.
How Lawgical Guru helps
Structure planning
We discuss the new shareholding and board and check whether a private or public company suits your plan.
Allotment and director appointment
We help with admitting members and appointing directors, including director appointment filings.
Charter documents and INC-6
We prepare the altered memorandum and articles and file INC-6; see also private limited company registration.
ROC queries
We respond to Registrar queries on the filing and pending forms.
Post-conversion compliance
We help set up secretarial records, auditor appointment and annual filings, and update registrations after the fresh certificate.
OPC to Private Company Conversion: frequently asked questions
How do I convert an OPC into a private limited company?
Add at least one more member and one more director so that there are two of each, pass a resolution under Section 122(3) to alter the memorandum and articles, and file Form INC-6 with the ROC with the altered documents. The ROC then issues a fresh certificate of incorporation.
Is there a two-year wait before an OPC can convert?
Not now. The two-year restriction on voluntary conversion was removed by the Companies (Incorporation) Second Amendment Rules, 2021, effective 1 April 2021. An OPC can convert at any time, subject to meeting the member, director and paid-up capital requirements for the new class.
Is conversion mandatory when OPC turnover crosses Rs 2 crore?
Not after 1 April 2021. Earlier an OPC had to convert when paid-up capital crossed Rs 50 lakh or turnover crossed Rs 2 crore. The 2021 amendment removed these triggers and Form INC-5. Check the current rule text, since it was substituted again in 2023.
Which form is filed for OPC conversion?
Form INC-6 is filed with the Registrar under Rule 6. It was substituted with effect from 1 April 2021 and again by the notification of 19 January 2023. Use the current form and attachment list on the MCA portal rather than older checklists.
How many members and directors are needed after conversion?
For a private company at least two members and two directors; for a public company at least seven members and three directors. The company must also maintain the minimum paid-up capital required for the class and meet the conditions of Section 18.
Can an OPC convert into a public company?
Yes, in principle, under Rule 6 and Section 18, if it increases members to seven and directors to three and meets the public-company requirements. Most OPCs choose a private limited company first, because it needs fewer members and carries fewer compliance obligations.
What happens to the nominee after conversion?
The nominee concept is specific to an OPC. After conversion to a private limited company the articles no longer provide for a nominee, and the new shareholders and directors hold the company as per the altered charter. The shares are held and transferred under ordinary private-company rules.
Does the company keep the same PAN and bank account?
The company continues as the same legal entity, so assets, contracts and historical records continue. The ROC issues a fresh certificate of incorporation with the new name, and PAN, GST, bank and licence records should be updated with it. Check each authority's process for name change.
Do I need to remove the word OPC from the name?
The name of an OPC carries an indication of its class, and after conversion the name changes to reflect a private limited company. The altered memorandum and articles and INC-6 deal with this. Check the name format in the current Rules and the portal before filing.
How long does OPC to private company conversion take?
MCA does not fix a time. Most of the time goes into adding the new member and director, completing allotment, drafting the new articles and clearing pending filings. After INC-6 is filed the Registrar may ask queries, so keep the documents complete and consistent.
Reviewed by Satyam Gupta, Company Secretary (CS) & Advocate
8+ years of industry experience. This page was last reviewed on 16 October 2026 against the official sources below. Rules and fees change — confirm on the official portal before you apply.