Conversion of One Person Company (OPC) into a
Private Limited Company has become common in India as
businesses grow beyond individual ownership.
Under the Companies Act, 2013, OPCs can now be converted
without any mandatory turnover or paid-up capital limit,
following amendments notified in 2021.
This guide explains the current Indian legal framework, eligibility,
documents, and compliance process in a clear and practical manner.
What Is a One Person Company (OPC)?
A One Person Company is a business structure that allows a single individual
to enjoy limited liability while retaining complete control.
Governing Law: Section 2(62), Companies Act, 2013
Key Features of OPC
Only one shareholder
One director (maximum 15 allowed)
Limited liability protection
Ideal for solo entrepreneurs & startups
However, OPCs face restrictions in fundraising, ownership expansion,
and long-term scalability.
Why Convert OPC into Private Limited Company?
Ability to add multiple shareholders
Easier access to funding & investors
Higher business credibility
Better tax planning opportunities
No restriction on expansion
Important: Voluntary conversion is allowed at any time
under current Indian law.
Legal Basis Under Indian Law (Updated)
Companies Act, 2013
Companies (Incorporation) Rules, 2014
Companies (Incorporation) Second Amendment Rules, 2021
Earlier requirements of ₹50 lakh paid-up capital or ₹2 crore turnover
have been removed. Conversion can now be done anytime.
Eligibility Criteria for Conversion
Minimum 2 directors
Minimum 2 shareholders
Consent of OPC owner
No pending ROC non-compliances
Post-Conversion Compliance
Appointment of statutory auditor
Issue of share certificates
Update PAN, GST & bank records
Ongoing MCA compliances
Mandatory Documents Required
PAN Card of Indian directors
Aadhaar Card of Indian directors
Passport (foreign directors/shareholders only)
Passport-size photographs
Recent utility bill (not older than 2 months)
Proof of registered office
Rent agreement + NOC (if rented)
Name Significance Letter
Altered MOA & AOA
Step-by-Step Conversion Process
Step 1: Board Resolution
Approval for conversion, appointment of new directors, and MOA/AOA alteration.
Step 2: Alteration of MOA & AOA
Documents amended to reflect Private Limited structure.
Step 3: Filing Form INC-6
Filed with ROC along with declarations and altered documents.
Step 4: Fresh Certificate of Incorporation
ROC issues new incorporation certificate as Private Limited Company.
Timeline: 10–15 working days (subject to ROC approval)
Frequently Asked Questions (FAQs)
Is OPC to Private Limited conversion mandatory? – No, it is voluntary.
Is there any minimum capital requirement? – No.
How long does conversion take? – Around 10–15 working days.
Can foreign shareholders be added? – Yes, subject to FEMA & FDI rules.
Will a new PAN be issued? – Yes, a new PAN is required.
Does business history continue? – Yes, continuity is maintained.
OPC into Private Limited Company Conversion
Complete Legal Guide as per Indian Law (Updated)
By GSTBUY.COM | www.gstbuy.com
Introduction
About OPC
Why Convert
Legal Basis
Eligibility & Compliance
Documents Required
Step-by-Step Process
FAQs
Conversion of One Person Company (OPC) into a
Private Limited Company has become common in India as
businesses grow beyond individual ownership.
Under the Companies Act, 2013, OPCs can now be converted
without any mandatory turnover or paid-up capital limit,
following amendments notified in 2021.
This guide explains the current Indian legal framework, eligibility,
documents, and compliance process in a clear and practical manner.
What Is a One Person Company (OPC)?
A One Person Company is a business structure that allows a single individual
to enjoy limited liability while retaining complete control.
Governing Law: Section 2(62), Companies Act, 2013
Key Features of OPC
Only one shareholder
One director (maximum 15 allowed)
Limited liability protection
Ideal for solo entrepreneurs & startups
However, OPCs face restrictions in fundraising, ownership expansion,
and long-term scalability.
Why Convert OPC into Private Limited Company?
Ability to add multiple shareholders
Easier access to funding & investors
Higher business credibility
Better tax planning opportunities
No restriction on expansion
Important: Voluntary conversion is allowed at any time
under current Indian law.
Legal Basis Under Indian Law (Updated)
Companies Act, 2013
Companies (Incorporation) Rules, 2014
Companies (Incorporation) Second Amendment Rules, 2021
Earlier requirements of ₹50 lakh paid-up capital or ₹2 crore turnover
have been removed. Conversion can now be done anytime.
Eligibility Criteria for Conversion
Minimum 2 directors
Minimum 2 shareholders
Consent of OPC owner
No pending ROC non-compliances
Post-Conversion Compliance
Appointment of statutory auditor
Issue of share certificates
Update PAN, GST & bank records
Ongoing MCA compliances
Mandatory Documents Required
PAN Card of Indian directors
Aadhaar Card of Indian directors
Passport (foreign directors/shareholders only)
Passport-size photographs
Recent utility bill (not older than 2 months)
Proof of registered office
Rent agreement + NOC (if rented)
Name Significance Letter
Altered MOA & AOA
Step-by-Step Conversion Process
Step 1: Board Resolution
Approval for conversion, appointment of new directors, and MOA/AOA alteration.
Step 2: Alteration of MOA & AOA
Documents amended to reflect Private Limited structure.
Step 3: Filing Form INC-6
Filed with ROC along with declarations and altered documents.
Step 4: Fresh Certificate of Incorporation
ROC issues new incorporation certificate as Private Limited Company.
Timeline: 10–15 working days (subject to ROC approval)
Frequently Asked Questions (FAQs)
Is OPC to Private Limited conversion mandatory? – No, it is voluntary.
Is there any minimum capital requirement? – No.
How long does conversion take? – Around 10–15 working days.
Can foreign shareholders be added? – Yes, subject to FEMA & FDI rules.
Will a new PAN be issued? – Yes, a new PAN is required.
Does business history continue? – Yes, continuity is maintained.
