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OPC to Private Limited Company

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Online OPC to Private Limited Company Starts at Rs. 9887.00 / -
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About OPC to Private Limited Company

Converting One Person Company to a Private Company can open avenues to pursue additional benefits such as fund raising. An OPC can voluntarily convert itself only after 2 years of its incorporation. The application of conversion is made to Central Government after alternation of MOA and AOA of the OPC. The legal existence of the company continues even after the conversion and so do their rights and liabilities. With its conversion into Private Company, minimum 2 shareholders and directors must be appointed to fulfill the minimum requirement. Conversion helps with the growth opportunities along with additional funding options of private placement funding, ESOP and many more.


Easier to Raise Funds

Raising funds as a private limited company is a comparatively easy task as it gives an opportunity for raising shares and has many ways to raise funds in the form of private equity, ESOP, and more.

Limited Liability of Owners

The obligation or debts of the company does not create a charge over the owner’s personal assets. Their liability is limited only to the subscribed capital unpaid by them.

Taxation Benefits

One Person Company is not recognized under the Income Tax Act and hence it has been put in the same category as other companies for taxation purpose. Private companies have been placed under the tax bracket of 30% on total income. Thus, from the perspective of taxation, the concept of One Person Company becomes a less profitable concept as it imposes a heavy financial load.

Separate Legal Existence

A Private Limited Company is registered, a legal entity is born in eyes of law, which is separate from its owners and managers. The company can operate in its own name from opening a bank account to own assets and enter into a contract with parties. This also provides the capacity to sue third parties.

Documents Required

PAN Card of shareholders and Directors.
Foreign nationals must provide a passport.

Voter ID/ Passport/ Driving License of Shareholders and Directors

Telephone Bill /Electricity Bill/ Latest Bank Account Statement of Shareholders and Directors

Latest Passport size photograph of Shareholders and Directors

In case of NRI or Foreign National, documents of partner must be notarized or apostilled.

Duly certified copy of latest audited Financial Statements.

Certificate of Incorporation, MOA & AOA to be provided


These conversions are made in strict accordance with the rules and provisions given in the Section-18 of the Indian Companies Act of 2013, and the Companies (Incorporation) Rules of 2014, especially including the Rule 7(4) of the Companies (Incorporation) Rules, 2014.

Voluntary conversion of OPC to Private Limited

Voluntarily an OPC cannot be converted into a private or public limited company, within two years of its incorporation (counted from the date of its incorporation). For voluntary conversion of an OPC into a Private Limited Company, the provisions and processes are the following:

  • The existing OPC must have the total paid-up capital less than or equal to INR-50 Lacs; and its average annual turnover during the past three immediately preceding and consecutive financial years, should be less than or equal to INR-2 Crores, at the time of conversion.
  • The OPC shall obtain "No Objection" in written form, from its members and creditors.
  • The OPC is required to pass a special resolution in the general meeting in support of its conversion to a private limited company. The copy of such resolution must be sent to the concerned ROC within Thirty Days of its occurrence, through the Form No. MGT-14.
  • Filing Form INC-6, the Application for Conversion, along with the fees prescribed in the Companies (Registration offices and fees) Rules of 2014, and by attaching the following documents:
    • A solemn declaration of the director of OPC, affirming that all concerned members and creditors of the company have given their independent consent in support of such conversion, and also that the prescribed financial thresholds for cessation of OPC are beyond access at the time of conversion.
    • List of members, and list of creditors if any.
    • A copy of No Objection letter from creditors
    • The latest audited balance sheet on the profit and loss account

Frequently Asked Questions

After the OPC is converted into a Private Limited Company, it is obligatory for the company to increase its paid-up share capital to Rs.50 Lakh or the annual turnover to Rs.2 Crore or more. If the company fails to comply with these provisions, it shall covert back itself to an OPC by passing a special resolution.

The OPC must convert itself into a Private Company in case of the following situations:

  • If the paid-up share capital of the OPC hits more than Rs.50 lakh.
  • If the annual turnover exceeds Rs. 2 crores consecutively for the last three (3) years.

Yes, OPC may voluntarily convert itself into a Private Company or Public Company subject to certain condition. The OPC may apply for voluntary conversion only if a period of two years has been passed since its incorporation.

NO, an OPC cannot be incorporated as or converted into a company for non-profit, charitable purpose, and it cannot carry out non-banking, financial, or investment activities including investment in securities of any corporate body.

After the conversion, the liabilities, debts or obligation of the company shall not be affected in any way. Hence, the company shall be liable for all its previous obligations.


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