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Private Company to OPC

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Required Documents

  • Consent of the proposed nominee
  • Affidavit from the sole director/shareholder
  • Proof of identity and address of sole member and nominee
  • Proof of registered office address
  • Latest financial statements and annual returns
  • Digital Signature Certificate (DSC) and Director Identification Number (DIN)
Advantage
Lower Compliance Burden
An OPC has fewer compliance requirements than a Private Limited Company. There is no need to hold annual general meetings or board meetings involving multiple directors, which reduces administrative w... View More
Complete Control
After conversion, the sole member gets full ownership and control over the company’s operations and decision-making. This allows faster implementation of strategies and greater flexibility without n... View More
Cost Efficiency
The cost of managing an OPC is lower compared to a Private Limited Company. It reduces expenses related to compliance filings, statutory meetings, and maintaining multiple director remunerations or sh... View More
Limited Liability Protection
The sole member of the OPC enjoys limited liability protection. Their personal assets remain safe, and they are only liable to the extent of their capital contribution, similar to what they enjoyed in... View More
Ease of Decision-Making
In an OPC, the decision-making process becomes quick and efficient as there is only one member. This eliminates the delays caused by consulting or obtaining approvals from multiple directors or shareh... View More

REGISTRATION PROCESS

Process to Convert a Private Company to a One Person Company

01
Board Meeting and Approval
Conduct a board meeting to pass a resolution approving the proposal to convert the Private Limited Company into an OPC and call an extraordinary general meeting (EGM).
02
Shareholders’ Approval
Hold an EGM to obtain approval from all shareholders through a special resolution for the proposed conversion of the company into an OPC.
03
Filing with ROC
File the special resolution through Form MGT 14 along with supporting documents with the Registrar of Companies (ROC). The application for converting a private company into an OPC should be filed with the ROC using Form INC-6.
04
Issue of Fresh Certificate
Once the ROC verifies and approves the application, they will issue a fresh certificate of incorporation confirming the conversion of the company into an OPC.
FAQs
Can any Private Limited Company convert into an OPC?

No, only those companies with a paid-up share capital of less than Rs. 50 lakhs and an average annual turnover below Rs. 2 crores can convert into an OPC.

How many members can an OPC have after conversion?

An OPC can have only one member as its shareholder and one nominee.

Do I need approval from all shareholders for conversion?

Yes, you need a special resolution passed in an extraordinary general meeting with approval from all shareholders.

Will the company’s PAN and GST remain the same after conversion?

Yes, the PAN and GST can remain the same, but they must be updated to reflect the change in the company’s name and structure.

How long does the conversion process take?

It generally takes around 15 to 25 working days after submission of complete documents to the ROC.

Will my company lose its corporate identity after conversion?

No, the company continues to exist as a legal entity but changes its structure and name as an OPC.

Do I need to alter the MOA and AOA?

Yes, you must amend the MOA and AOA to reflect the new structure of the company as an OPC.

Who can be the nominee in an OPC?

Any Indian citizen who is a resident in India can be appointed as a nominee in the OPC.

Can the same director continue after conversion?

Yes, the existing director can continue as the sole director and shareholder in the OPC.

Is there any tax benefit after conversion?

No specific tax benefit is given solely for conversion, but you may benefit from reduced compliance costs.

Do I need to inform banks and vendors after conversion?

Yes, it is advisable to inform banks, vendors, and clients about the conversion to update their records.

What happens to existing contracts and liabilities after conversion?

All existing contracts, liabilities, and obligations continue to remain valid and binding on the OPC.

Is Central Government approval needed for conversion?

No, only ROC approval is required. Central Government approval is not needed for conversion.

Can a foreign national be the sole member of the OPC?

No, only an Indian citizen and resident in India can be the sole member of an OPC.

What is the main benefit of conversion?

The main benefit is simplified management with full control under one person while enjoying limited liability and corporate identity.