Private company to OPC conversion is the process by which a private limited company with several members becomes a One Person Company, owned by a single natural person. It is governed by Rule 7 of the Companies (Incorporation) Rules, 2014 read with Section 18 of the Companies Act, 2013, and needs written no-objection from members and creditors, a special resolution, and an application to the Registrar in Form INC-6. It suits companies where all but one owner has exited, and it should be done only after checking the nominee, eligibility and commercial effects.
What is private company to OPC conversion?
The Companies Act, 2013 allows a company to be formed with just one person as member, called a One Person Company. An existing private company can also become an OPC under Section 18 and Rule 7 when it ends up with a single owner, for example after co-founders exit or after the other shareholders sell to one person.
Rule 7 provides that a private company, other than a Section 8 company, may convert itself into an OPC by passing a special resolution in a general meeting, after obtaining the written no-objection of its members and of its creditors. A copy of the special resolution is filed with the Registrar within thirty days, and the application is made in Form INC-6, with the altered e-MoA and e-AoA, a copy of the creditors' no-objection, and an affidavit of directors that all members have consented.
Earlier versions of Rule 7 allowed the conversion only where paid-up capital and turnover were within stated limits. The 2021 amendments, effective 1 April 2021, removed the Rs 50 lakh paid-up capital and Rs 2 crore turnover limits that applied to OPCs, and the rule was substituted again by the notification of 19 January 2023. The text on the secondary source we reviewed is partly garbled on this point, so the current Rule 7 should be checked directly before filing.
Who should convert a private company into an OPC?
This conversion is uncommon, because most growing businesses move the other way. It is considered when:
- A private company has a single real owner after other shareholders have exited, and keeping two members is only a formality
- A founder has bought out the co-founders and wants a simpler ownership structure
- A family company has been consolidated in one person's name
- A small business that does not plan to raise equity wants single-owner control with limited liability
- A resident individual or eligible NRI wants to keep the existing company, with its history and contracts, rather than start afresh
- Group restructuring leaves one individual as the sole shareholder of the operating company
Benefits of Private Company to OPC Conversion
Sole control
The single member holds all the shares and takes decisions, without needing other shareholders' approvals.
Limited liability retained
The member's liability remains limited to the share capital, as for any company.
Some compliance relief
An OPC has some exemptions from the Act, such as on holding general meetings, though it still files annual returns and accounts.
Continuity of the company
The company continues as the same legal entity, so contracts, licences and registrations carry on without starting afresh.
Structured succession
The OPC framework requires a nominee, giving a defined route if the member dies or is unable to act.
Eligibility & conditions for conversion
Rules 3 and 7 and Section 18 set the conditions. The main ones are:
- The company is a private company, and is not a Section 8 company
- Only one person remains as member; that person must be a natural person eligible to be the member of an OPC, being an Indian citizen who is resident in India, and, since the 2021 amendments, a non-resident Indian who meets the residency period in the Rules
- A nominee is named in the memorandum, with the nominee's written consent, as required for every OPC
- All members and creditors have given written no-objection before the special resolution is passed
- The special resolution is passed in a general meeting and filed with the Registrar within thirty days of passing
- The memorandum and articles are altered to OPC form and the name is changed to carry the OPC indication
- The company is not carrying on an activity barred for an OPC, such as non-banking financial investment business, and has no pending filings that block INC-6
Documents required
Consents and approvals
- Written no-objection of every member to the conversion
- Written no-objection of every creditor, with a list of creditors
- Board resolution approving the proposal and calling the general meeting
- Notice of the general meeting and certified copy of the special resolution
Single member and nominee
- Share transfer documents moving all shares to the single proposed member
- PAN, identity and address proof of the sole member, with proof of residence or citizenship as applicable
- Nominee's consent in the prescribed form, with identity and address proof
- Updated register of members and directors
Filing documents
- Altered e-MoA and e-AoA in OPC form
- Affidavit of directors that all members have consented to the conversion
- Copy of the creditors' no-objection
- Form INC-6 with fee, and Form MGT-14 for the special resolution
- Fresh certificate of incorporation issued on approval
Step-by-step conversion process
The sequence below follows Rule 7 as understood from the sources we reviewed. The form was revised in 2021 and 2023, so confirm the attachment list on the portal at the time of filing.
Check that the single owner qualifies
Confirm the intended sole member is a natural person who is a citizen of India and resident, or an eligible NRI under the Rules, and is not already restricted from holding an OPC.
Consolidate the shareholding
Transfer the shares of other members to the single owner by share transfer, and record the transfers in the registers and with stamp duty as applicable.
Obtain written no-objections
Collect the written NOC of every member and every creditor. Creditor NOCs take the longest to collect, so start early.
Hold the board meeting and general meeting
Approve the conversion, draft memorandum and articles with the nominee clause, and pass the special resolution in a general meeting.
File Form MGT-14
File the special resolution with the Registrar within thirty days of passing it.
File Form INC-6
File INC-6 with the altered e-MoA and e-AoA, the creditors' NOC and the directors' affidavit, and pay the fee.
Receive the fresh certificate
On approval, the Registrar registers the altered documents and issues the certificate of incorporation as an OPC.
Update records and registrations
Update the name and status with PAN, GST, banks, licences, trademarks and contracts, and note the OPC-specific compliance going forward.
Government fees
A fee is payable on Form INC-6 under the Companies (Registration Offices and Fees) Rules, 2014, and on Form MGT-14, with stamp duty on share transfers and on the altered memorandum and articles as per State law. 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. The longest part is usually collecting no-objections from every creditor and completing the share transfers. Once documents are ready, the Registrar's processing and any queries decide the final time.
| Stage | Typical time |
|---|---|
| Share consolidation and nominee consent | Depends on the shareholders |
| Member and creditor NOCs | Depends on how many creditors there are and how quickly they respond |
| MGT-14 | Within 30 days of the special resolution |
| INC-6 processing | Subject to ROC processing and queries |
Validity & what continues after conversion
The company remains the same legal entity as an OPC. Assets, liabilities, contracts and registrations continue, and the Registrar issues a fresh certificate of incorporation. The nominee arrangement now applies, and the company must follow the OPC rules for as long as it remains one. Keep the NOCs, special resolution and acknowledgements on record, as lenders and other counterparties may ask for them.
Compliance after conversion
- Maintain the nominee's consent on record and record any change of nominee with the Registrar
- File annual financial statements and annual return; see ROC annual filing
- Hold board meetings as required under the Act for an OPC and keep minutes; see secretarial records
- Keep director KYC current; see DIR-3 KYC
- Appoint the auditor and file the intimation where applicable; see auditor appointment
- Update the new name and status with PAN, GST, banks, licences and contracts
- Review the OPC rules before any plan to bring in a second owner, since that needs conversion back to a private company; see OPC to private company conversion
Private limited company vs One Person Company
| Point | Private limited company | One Person Company |
|---|---|---|
| Members | At least 2 | Exactly 1 natural person |
| Directors | At least 2 | At least 1 |
| Nominee | Not required | Required |
| Raising equity | Can issue shares to investors | Not suited, single member |
| Conversion in | From OPC under Rule 6; see OPC to private company conversion | From private company under Rule 7 |
| Typical use | Co-founders and investors | Sole-owner businesses |
Common mistakes & rejection reasons
More than one member at filing
The company must have a single member when INC-6 is filed. Incomplete share transfers lead to rejection or queries.
Missing creditor NOCs
Rule 7 requires written no-objection from creditors as well as members. Missing a creditor, such as a small vendor or bank, stalls the filing.
Ineligible sole member
An owner who is not a natural person, or who does not meet the citizenship and residence requirements, cannot be the sole member of an OPC.
No nominee clause
The memorandum must name a nominee with consent. Omitting it leads to a defect letter.
Missing the 30-day window for the resolution
A copy of the special resolution has to be filed within thirty days of passing it.
Using the old limits
Material written before 2021 mentions paid-up capital and turnover limits. Those were removed, but always check the current text of the Rule.
Penalties for non-compliance
Conversion is voluntary, so there is no penalty for staying a private company. The OPC rules provide for 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
- Make a creditor map first: banks, vendors, landlords, tax and statutory dues. The NOC from each is the longest part of the work.
- Finalise the sole member's eligibility before any share transfer. Reversing a transfer is far harder than checking early.
- Do the share transfers and the nominee consent in one clean sequence, and update the registers right away so the portal data matches the documents.
- Ask your CA whether the share transfers and the change of status have stamp duty or income-tax effects for your facts.
- Think about growth plans. If an investor or co-founder is likely within a short time, the conversion back to a private company will mean repeating the process.
How Lawgical Guru helps
Eligibility and structure review
We check the sole owner's eligibility, the nominee, creditor position and activities of the company against the OPC rules.
Consents and resolutions
We draft the member and creditor no-objections, the board resolution, notice and special resolution.
Charter documents
We prepare the altered memorandum and articles with the nominee clause; see also OPC registration.
MGT-14 and INC-6 filing
We file the resolution and INC-6 and respond to Registrar queries.
Post-conversion set-up
We help update registrations and set up secretarial records and annual filings for the OPC.
Private Company to OPC Conversion: frequently asked questions
Can a private limited company be converted into an OPC?
Yes. Rule 7 of the Companies (Incorporation) Rules, 2014 with Section 18 allows a private company other than a Section 8 company to convert into a One Person Company by special resolution, after written no-objection of members and creditors, and by filing Form INC-6. Only one natural person may remain as member.
Which form is used for private company to OPC conversion?
Form INC-6 is filed with the Registrar with the altered e-MoA and e-AoA, the creditors' no-objection and the directors' affidavit that all members have consented. The special resolution is filed within thirty days. INC-6 was revised in 2021 and 2023, so use the current version.
Are the Rs 50 lakh and Rs 2 crore limits still relevant?
They were removed for OPCs from 1 April 2021 by the Companies (Incorporation) Second Amendment Rules, 2021, and the related rules were substituted again in 2023. Older articles may still mention them. Because our secondary source on Rule 7 was garbled on this point, check the current rule text before filing.
Who can be the single member of an OPC?
A natural person who is an Indian citizen and resident in India, and, after the 2021 amendments, a non-resident Indian who meets the residency period set out in the Rules. A company or other entity cannot be the sole member. Check the current Rule 3 and the residency period.
Do creditors have to agree to the conversion?
Yes. Rule 7 requires the company to obtain written no-objection from its creditors as well as members before the special resolution, and a copy of the creditors' no-objection is attached to INC-6. Identify all creditors early, because this step often takes the longest.
Is a nominee compulsory?
Yes. An OPC must name a nominee in its memorandum, with the nominee's written consent, who steps in if the member dies or becomes incapacitated. Prepare the nominee's documents with the charter documents so the INC-6 filing is complete.
What happens to the other shareholders?
They must exit before conversion, usually by transferring their shares to the person who will be the sole member, and they must give written no-objection. Make sure the transfers, stamp duty, price and tax effects are settled, because the company can have only one member at filing.
Can a company with an NBFC or financial business convert to an OPC?
The OPC rules bar certain activities, such as non-banking financial investment activities, and regulated businesses may need their regulator's views. Check the company's activities and licences against Rule 3 and the sector rules before planning the conversion.
Can an OPC later become a private company again?
Yes. Rule 6 allows an OPC to convert into a private company by adding members and directors and filing INC-6, and since April 2021 it can do so at any time. Plan the structure to avoid repeating the process within a short period.
How long does conversion take?
MCA does not fix a time. Most time goes into share transfers and collecting no-objections from every creditor, and then the Registrar's processing of INC-6. Keeping the creditor list and documents accurate reduces the chance of queries.
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.