Conversion of OPC to Private Limited Company

Conversion services from Patron Accounting cover the addition of shareholders and directors, the altered MOA and AOA, the special resolution, and the MGT-14, DIR-12 and INC-6 filings to a fresh certificate of incorporation. Founders convert when they want to bring in co-founders or investors, raise equity or issue ESOPs, which an OPC cannot do. Our team has supported 10,000+ businesses since 2009.

If you instead want to incorporate a fresh private company, see our private limited company registration service; for the OPC structure itself, see our One Person Company registration service.

Since the 2021 amendment, conversion is voluntary at any time, and a founder converts when the business is ready to grow beyond a single owner.

• Bringing in co-founders: Adding one or more shareholders, which an OPC cannot have.
• Raising equity: Taking investment from angels or VCs, which needs a multi-member company.
• Issuing ESOPs: Granting stock options to employees, which an OPC cannot do.
• Scaling and credibility: A private company structure suits larger operations and partners.
• No size trigger now: The former compulsory conversion on crossing 50 lakh capital or 2 crore turnover was removed in 2021, so conversion is a choice, not a compulsion.

What Changed in 2021

The Companies (Incorporation) Second Amendment Rules, 2021, effective 1 April 2021, simplified OPC conversion in three ways that are widely misreported online.

• No more compulsory conversion on size: The earlier rule that an OPC had to convert on crossing 50 lakh paid-up capital or 2 crore average turnover was deleted, so an OPC can stay an OPC at any size.
• No two-year wait: The earlier requirement to wait two years from incorporation before a voluntary conversion was removed, so an OPC can convert at any time.
• INC-5 deleted: Form INC-5, the intimation that an OPC had ceased to be eligible, was deleted, and Form INC-6 is now the single conversion form.

If you instead want a fresh private company, see our private limited company registration service.

• Special resolution and minutes of the general meeting.
• Altered MOA and AOA in the private company form.
• Details and consent of the new shareholders and directors.
• DSC and DIN of the new director.
• Latest audited financials and list of members.
• Valid DSC of the signatory for the filings.

Need the full checklist? We share a ready conversion checklist when you engage us.

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

DSC and DIN charges for the new director, MCA filing fees, and any stamp duty on the altered documents are separate and confirmed as part of the engagement. The exact fee depends on the number of new directors and the state of registration. Contact us for a detailed quote.

Get a free OPC to Private Conversion consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years

"We raised a seed round and needed a private company to bring in the investor. Patron converted our OPC and onboarded the new shareholders." - Founder, technology company, Bengaluru.

"We wanted to add a co-founder and issue ESOPs. Patron converted the OPC to a private company end to end." - Director, services company, Pune.

Trusted by leading brands including Hyundai, Asian Paints and Bridgestone for accounting and compliance support.

With offices in Pune, Mumbai, Delhi, and Gurugram, Patron Accounting serves businesses across India - both in-person and remotely.

Conversion sits within Patron’s company structuring services, and connects to the work that follows it.

• Private Limited Company Registration to incorporate a fresh private company instead.
• Private Limited Company Compliance for the ongoing compliance after conversion.
• One Person Company Registration for the OPC structure itself.
• Convert LLP to Private Limited Company for a different conversion route.
• Pvt and LLP Compliance for ongoing entity compliance.

The reverse conversion, of a private company into an OPC, is a separate route, which we also handle for a single founder who wants to simplify.

Provision: Section 18 of the Companies Act, 2013 allows a company to convert from one class to another by altering its memorandum and articles, and the conversion of a One Person Company into a private company is governed by Rule 6 of the Companies (Incorporation) Rules, 2014, with the alteration of the MOA and AOA under Section 18 and 122.

Current position: Since the Companies (Incorporation) Second Amendment Rules, 2021, effective 1 April 2021, an OPC can convert into a private company voluntarily at any time, as the earlier two-year waiting period was removed, and the earlier compulsory conversion on paid-up capital exceeding 50 lakh or turnover exceeding 2 crore was deleted, so the conversion is now a matter of choice rather than a size-based obligation.

Process and forms: The company increases to at least two members and two directors, passes a special resolution to alter the MOA and AOA, files the special resolution in Form MGT-14 within 30 days, appoints the new director in Form DIR-12, and files the conversion application in Form INC-6, after which the Registrar issues a fresh certificate of incorporation as a private company.

Form note and effect: Form INC-5, the intimation that an OPC had ceased to be eligible, was deleted after the 2021 amendment and is not used, and on conversion the company’s existing debts, liabilities, obligations and contracts continue unaffected.

Refer to the MCA portal for the forms and to Section 18 on IndiaCode for the bare provision.

Conversion is the gateway to bringing in partners and investors. A founder ready to raise a round or add a co-founder needs the private company in place first, since an OPC cannot take outside shareholders or issue ESOPs. With the 2021 changes, the conversion is voluntary and quick, but the right sequence of resolutions, the new director onboarding and the INC-6 filing must be handled correctly so the structure is ready when the opportunity is.

Convert your OPC - Call +91 945 945 6700 or WhatsApp us. We respond within 2 hours.

Converting an OPC to a private limited company under Section 18 is the step a growing solo business takes to add shareholders, raise equity and issue ESOPs: increase to at least two members and directors, pass the special resolution, and file MGT-14, DIR-12 and INC-6.

Since the 2021 amendment, the conversion is voluntary at any time, with no two-year wait and no size-based compulsion, despite older content suggesting otherwise. Patron Accounting, with a qualified CA and CS team and offices in Pune, Mumbai, Delhi and Gurugram, handles your conversion end to end.

10,000+ Businesses | 4.9 Rating | 50,000+ Documents Filed | 15+ Years. Book a free consultation today.