Apply Online for Conversion of Private Company into One Person Company

Private Company to OPC conversion means changing your existing Private Limited Company into a One Person Company (OPC) recognised under Section 2(62) of the Companies Act, 2013. After this conversion, you continue to run your business under a legal identity, except now a single member holds full ownership. Section 18 of the Act and Rule 7 of the Companies (Incorporation) Rules, 2014, govern this conversion of a private limited company to a One Person Company. Your company’s assets, liabilities and contracts remain intact, only your member and director structure and your MOA and AOA get updated to reflect the new class of company.

A Private Limited Company needs at least two members and two directors, along with an Annual General Meeting and a full annual return every year. In case of a single person running the business, that structure can feel heavier than it needs to be. Under the change from Private Company to OPC, you retain the advantage of limited liability and corporate personality but do away with the need for the second member. This structure ensures that you have full autonomy in decision making, simple board meeting rules, and easier annual reporting procedures, making it ideal for individuals and families.

Some of the advantages of converting your company to OPC are as follows:

Simplification

You have to make a simple filing for the annual return, and you do not need to hold any Annual General Meetings.

Total Control

Being an OPC, you make all the important decisions yourself without having to take the consent of other shareholders.

Protection of Personal Assets

Your personal assets remain protected, just as they do in case of a private company.

Business Continuity

Your old contracts, bank accounts, and registrations continue mostly in their old way.

Reduced Number of Board Meetings

An OPC needs to organize at least one board meeting in every six months with a gap of ninety days between them.

Succession Made Simple

You need only choose someone to manage your operations if something happens to you.

Prior to conversion, ensure that your company and intended sole member satisfy the following criteria:

• Your company must be a Private Limited Company according to the Companies Act, 2013.

• Your company cannot be a Section 8 company.

• The proposed sole member must be a natural person and an Indian citizen.

• The member must have stayed in India for at least 120 days during the preceding financial year.

• The member should be at least 18 years of age.

• The member and nominee must not already hold membership in another OPC.

• Your company should not have any outstanding deposits from the public.

• As per the Companies (Incorporation) Second Amendment Rules, 2021, there are no restrictions in terms of paid-up capital and turnover anymore for the process to take place.

OPC conversion of a private limited firm is regulated by the Ministry of Corporate Affairs through the jurisdictional ROCs. Applications, resolutions and supporting documents are filed electronically on the MCA21 portal. The ROC examines your filings, may raise queries or may also ask for clarification and issues a fresh Certificate of Incorporation once they are satisfied that your conversion meets the requirements of Chapter II and Rule 7 of the Companies (Incorporation) Rules, 2014.

You can keep the following documents ready before you start your filing, even one missing attachment can delay the ROC approval:

Board and Meeting Documents

• Certified copy of the Board Resolution approving the conversion.

• Notice of the Extraordinary General Meeting (EGM) with explanatory statement.

• Certified copy of the Special Resolution passed at the EGM.

Consent and Identity Documents

• Written No Objection Certificate (NOC) from existing members and creditors.

• PAN card and Aadhaar (or other ID proof) of the proposed sole member and nominee.

• Consent of the nominee in the prescribed format.

Company Documents

• Altered Memorandum of Association (MOA) and Articles of Association (AOA).

• Latest audited financial statements and list of creditors.

• Declaration by a director confirming compliance with eligibility conditions.

The process outlined below should help you have a hassle free process of conversion from a private limited to one person company:

Step 1: Board of Directors meeting

The first step involves passing of a resolution by the directors and getting their approval for the conversion of the company and appointing a director to handle the procedure.

Step 2: Get NOCs

This step involves getting a No-Objection Certificate from all the current members and creditors of the firm.

Step 3: Holding an EGM

This involves organizing an Extraordinary General Meeting and passing a special resolution for the conversion of the company together with new Articles of Association and Memorandum of association.

Step 4: Filing Form MGT-14

This involves submitting the Special resolution to the ROC within 30 days of its passing.

Step 5: Filing Form INC-6

Involves filing for conversion through form INC-6 and submitting NOC, altered articles of association and memorandum of association and the financials of the company.

Step 6: Responding to queries from ROC

This step involves responding to clarification and resubmission request from the ROC

Step 7: Certificate of Incorporation

In case ROC is satisfied, it issues a new Certificate of Incorporation.

Step 8: Updating records

Apply for a new PAN number if necessary.

Total costs involved in the conversion process of a Private Limited Company to OPC are dependent on the relevant fees, which are stated below.

Note: The government fees and the stamp duty depend on the company’s authorised share capital and your state of registration, and these are revised by the authorities from time to time. Our consultants will assist you with the exact figures applicable to your company before you make any payment.

If your OPC misses statutory filings after the conversion, then the ROC levies an additional fee for late submission of forms, which is calculated per day of delay. Continued default can invite further action under the Companies Act, including inspection of your company’s compliance status. Keeping your annual returns, financial statements and event-based filings current after conversion helps you to avoid these consequences and keeps your company in good standing.

Upon the acceptance of your private firm as a one person company, the ROC shall issue a new Certificate of Incorporation which will reflect that your business is being run as a one person company and that you have been allotted a new CIN number.

Your OPC status does not expire on its own after a certain period of time. Since the Companies (Incorporation) Second Amendment Rules, 2021, embed the earlier paid-up capital and turnover thresholds, your company can continue as an OPC indefinitely, regardless of how much it grows, unless you choose to convert it into a One Person Company that later becomes a private or public company voluntarily.

Post incorporation of the company as an OPC, it needs to fulfill some important compliances every year. Some of the main compliances that are needed to be fulfilled every year are filling of a simplified annual return in form MGT-7A, financial statement form AOC-4 and income tax returns. It is compulsory for the company to have at least one meeting of the Board of Directors every half year with a minimum interval of ninety days between two meetings. Apart from these, it is necessary to keep statutory registers, minutes book and books of accounts as per the provisions of Companies Act.

After conversion, you may still need to update the company records for changes such as new registered office, addition of directors, alteration of authorised capital, or replacement of your nominee. All these changes requires a separate filing with the ROC or in some cases a fresh resolution. If you keep your MOA and AOA aligned with any such changes then it avoids mismatches during future filings.

Your company’s OPC status does not need a periodic renewal. You simply need to keep up with the annual returns, financial statements and event based compliance. Late submission may lead to additional fees. So timely filing keeps your obligations manageable and protects your company’s standing with the ROC.

If you want to include more than one member in your business at a later stage, or you plan to raise external equity, then you can pursue OPC to Private Limited Company conversion by increasing your membership and directorship and passing the required resolutions. Alternatively, if you wish to close the business, then you may apply for a Company Strike Off through Form STK-2, if you meet the eligibility.

There are some of the common reasons because of which the applications get sent back for submission:

• Missing or incomplete NOC from existing members or creditors.

• Errors or inconsistencies in the altered MOA and AOA.

• Nominee consent not attached or incorrectly filled.

• Discrepancy between information given in PAN, Aadhaar, and company records.

• Special resolution not filed within 30 days through Form MGT-14.

• Incompleteness in declarations made by directors about the fulfillment of criteria.

• Remarks by ROC needing clarification not attended to in time.

Our services include the conversion of private limited to OPC in states like Delhi, Maharashtra, Karnataka, Tamil Nadu, Gujarat, Uttar Pradesh, Rajasthan, West Bengal, Telangana, and Andhra Pradesh. The rates for stamp duty and some other state-specific costs vary, and our experts will tell you about the same.

We at Companyregister.co.in handle your conversion of private limited company to One Person Company from start to finish. Our team prepares your board resolution, EGM notice, altered MOA and AOA, and reviews the attachments before filing, so your application goes to the ROC complete and accurate the first time. If the ROC raises a query, then we track it and respond on your behalf. So whether you are moving away from a multi-member structure or exploring related conversions such as Producer Company Registration, our consultants assist you through eligibility, documentation, and timelines in plain language, so you always know where your application stands.