Scale your business and raise capital with Professionals Law's complete OPC conversion support.
Introduction and Its Compliance
A One Person Company (OPC) is another suitable package for entrepreneurs who want to be a sole owner with limited liability. But as the company develops, OPCs typically want to expand to involve owners, equity or operations. Under the Companies Act, 2013, a one Person company may convert to a public or private company without any mandatory requirements in terms of paid – up share capital or average annual turnover, according to latest amendment of Companies (Incorporation) Second Amendment Rules, 2021. Professionals Law offers end to end legal and procedural services with respect to conversion in OPC, including drafting of the resolutions, filing forms with MCA and updating the statutory records. Startups should consider Professionals Law to facilitate requirements to move into a more scalable and investor friendly corporate structure.
Why It Is Needed
An OPC structure may be restrictive for a business if it plans to scale, especially in accessing external sources of funds, sharing business ownership or bringing on board investors. Being private or public limited company provides an opportunity for introducing equity, multiple directors and high credibility for compliance. It also allows businesses to do a wider range of commercial activities and more easily obtain government contracts. Professionals Law ensures the conversion is in full compliance with the MCA norms and is in accordance with the long term objectives of the business by offering A to Z support right from planning to approval and legal compliance.
Benefits and Advantages
Expansion of Ownership
Post-conversion, more shareholders and directors can be added, enabling collective decision-making and shared ownership for business growth.
Enhanced Fundraising Capability
A private or public company structure allows issuance of equity shares and better access to venture capital and bank funding.
Improved Business Credibility
A converted company is seen as more structured and reliable, boosting confidence among clients, suppliers and investors.
Perpetual Succession
Unlike OPCs, companies enjoy uninterrupted existence irrespective of changes in ownership or directorship.
Eligible for Government Tenders and Contracts
Many government tenders require applicants to be private or public companies, expanding business opportunities.
Eligibility Criteria
- The OPC must be registered under the Companies Act, 2013.
- The company should have at least two shareholders post-conversion (for Private Ltd).
- A Board Resolution and Member Consent must be passed for voluntary conversion.
- Minimum two directors required for Private Company; three for Public Company.
- Must have filed all annual returns and statutory filings up to date with the ROC.
- The proposed company must comply with minimum capital and governance norms applicable to the new structure.
Book a Free Consultation with Professionals Law
Documents Required
Steps for Applying
Board and Member Resolution
Pass a resolution for voluntary conversion into a private/public company.
Alteration of MOA & AOA
Draft new MOA and AOA to reflect the company’s updated structure and objectives.
Filing of Forms with MCA
File Form INC-6 with necessary attachments for conversion approval.
Appointment of Additional Directors/Shareholders
Appoint the required number of directors/shareholders as per the chosen company type.
Issue of Certificate of Incorporation
Upon approval, the ROC issues a new COI reflecting the company’s new status.
Post-Conversion Compliance
Update PAN, bank accounts, licenses and inform all stakeholders about the new entity type.
Frequently Asked Questions
Can an OPC voluntarily convert into a Private Company at any time?
Is approval from any external authority required for conversion?
Do I need to appoint new directors for conversion?
What happens to existing licenses and registrations?
Is PAN and TAN re-issued after conversion?
Can Professionals Law assist with ROC filings?
Is a fresh incorporation required for conversion?
Are there any tax implications for the conversion?
What is the cost involved in conversion?
Instant Expert Connect
Free Consultation
Get direct advice from our senior CAs & Lawyers within 24 hours.
