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Ideal for single-owner businesses. Professionals Law handles full legal and ROC compliance.

Starting from 9999

Introduction and Its Compliance

The conversion of Private Company into One Person Company (OPC) is regulated by the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014. This transformation enables a private company with a sole member to exist as a distinct legal entity with the simplified OPC regime. The primary objective being to provide more management capabilities to the single entrepreneur, while reaping the advantages of limited liability and corporate form. Professionals Law guides the business owners in complying 100% with all ROC requirements in the course of conversion. We do end to end compliances which includes shareholders’ approval, alteration of AOA/MOA, MCA filings to ensure hassle free transition.

Why It Is Needed

When there is only a single director and shareholder and the company is owned completely by one individual, transforming the private limited company to an OPC is advantageous. This transformation streamlines adherence and lowers administrative overhead and decision-making effectiveness. It is great for entrepreneurs who desire limited liability and complete control. Under MCA guidelines, this change may be undertaken voluntarily subject to certain conditions. With Professionals Law, we make sure that the legal process is perfect and correct documentation and quick filing helps you to concentrate on your business thus taking care of the legal part of it.

Benefits and Advantages

Sole Ownership with Limited Liability

OPC structure enables full control of the business while protecting personal assets from business liabilities.

Lower Compliance Burden

Compared to private companies, OPCs enjoy exemptions from certain board meetings and filing requirements.

Improved Flexibility

Decision-making is faster and more efficient as no board or shareholder approvals are required.

Perpetual Succession

OPC continues to exist regardless of changes in ownership, ensuring long-term operational continuity.

Ease of Management

With fewer formalities and a single member, day-to-day operations are streamlined and more manageable.

Eligibility Criteria

  • The private company must have only one shareholder.
  • The shareholder must be a natural person, Indian citizen and resident in India.
  • The company must have filed all its financial statements and returns with the Registrar of Companies.
  • The net paid-up share capital should not exceed ₹50 lakhs and annual turnover should not exceed ₹2 crores in the previous financial year.
  • No outstanding loans or secured creditors without prior approval of concerned parties.
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Documents Required

Board Resolution and Shareholder Consent
MOA and AOA (to be altered for OPC format)
Affidavit and declaration from shareholder
PAN, Aadhaar and address proof of sole member/director
Latest financial statements
Copy of Certificate of Incorporation
Digital Signature Certificate (DSC)
Form INC-6 and necessary attachments

Steps for Applying

1

Board Meeting & Resolution

Pass a resolution approving conversion into OPC.

2

Alteration of MOA & AOA

Draft new Memorandum and Articles as per OPC norms.

3

Filing Form INC-6

Submit Form INC-6 with MCA, attaching all necessary documents.

4

Verification by ROC

Registrar of Companies verifies the application and documentation.

5

Issuance of Fresh Certificate

Upon approval, ROC issues a new Certificate of Incorporation indicating OPC status.

6

Post-Conversion Updates

Update bank, PAN, registrations and licenses accordingly.

Frequently Asked Questions

Can any private limited company convert into an OPC?
No. Only private companies with a single shareholder who is an Indian resident can convert into OPC.
Is there a minimum capital requirement for conversion?
There is no minimum capital, but the existing capital should not exceed ₹50 lakhs.
Can a foreign national be the sole member of an OPC?
No. Only an Indian citizen and resident can be the sole member.
Is it mandatory to appoint a nominee in OPC?
Yes, a nominee must be appointed at the time of conversion.
Can an OPC be reconverted into a private limited company?
Yes, conversion back is allowed under specified conditions.
Will my tax status change after conversion?
No, OPCs are taxed as private companies under Income Tax Act.
Do I need to notify other authorities after conversion?
Yes, PAN, GST, bank accounts and other business registrations must be updated.
What is the role of Professionals Law in the conversion?
Professionals Law handles the legal documentation, filings and end-to-end compliance.
Can Professionals Law assist with post-conversion compliance?
Yes, Professionals Law provides ongoing compliance, advisory and legal support services after conversion.

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