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Conversion of Private Limited Company to OPC

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Service: End-to-end conversion of a private limited company into a One Person Company under Section 18.

Fees: Conversion starting from INR 14,999 (Exl GST and Govt. Charges).

Eligibility: No capital or turnover limit since 1 April 2021; the company reduces to a single member.

Forms: Special resolution in MGT-14 and the conversion application in INC-6.

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Private to OPC Conversion: Overview and Quick Summary

📌 TL;DR - Private to OPC Conversion Services at a Glance

A private limited company can convert into a One Person Company under Section 18, by reducing to a single member with one nominee, passing a special resolution and obtaining no-objection from members and creditors. Since the 2021 amendment, there is no capital or turnover ceiling for the conversion. The special resolution is filed in MGT-14 and the conversion application in INC-6.

Parameter	Detail
Governing Provision	Section 18 with Rule 7 of the Incorporation Rules, 2014
Eligibility	Any private company; no capital or turnover ceiling since 2021
Members after	Single member with one nominee
Approval	Special resolution plus NOC from members and creditors
Cost	Patron fee from INR 14,999 (Exl GST and Govt. Charges)
Forms	MGT-14 for the resolution and INC-6 for the conversion
Member eligibility	Natural person, Indian citizen, resident (120-day rule)

Conversion services from Patron Accounting cover the eligibility check, the member and creditor approvals, the altered MOA and AOA, the MGT-14 and INC-6 filings and the new certificate of incorporation as an OPC. It suits a single founder who wants a simpler, one-owner structure. Our team has supported 10,000+ businesses since 2009.

If you instead want to set up a fresh OPC, see our One Person Company registration service. The reverse conversion, of an OPC back into a private company, is a separate route, which we also handle on request.

What Is Conversion of a Private Company to an OPC?

Conversion of a private limited company to a One Person Company is the process of restructuring a multi-member private company into a single-owner company under Section 18. The company reduces to one member with a nominee, and continues with the same legal identity in the OPC form.

It suits a business that is effectively run by one owner, where a multi-member structure is no longer needed. Since the 2021 amendment removed the capital and turnover ceilings, any private company can opt for this simpler structure, subject to the OPC eligibility conditions.

Key Terms for Private to OPC Conversion:

One Person Company (OPC): A company with a single member and one nominee.
Nominee: The natural person who takes over the OPC on the member’s death or incapacity.
Section 18: The provision allowing conversion of a company from one class to another.
INC-6: The form in which the conversion application is filed with the ROC.
Special resolution: The members’ resolution approving the conversion, filed in MGT-14.

Conversion Form INC-6

Who Can Convert to an OPC?

A private company can convert to an OPC where it meets the OPC eligibility conditions, with no capital or turnover ceiling since the 2021 amendment.

Single member: The company reduces to one member, who becomes the sole shareholder of the OPC.
Natural person and citizen: The member and the nominee must be natural persons who are Indian citizens and residents, with residence counted on the 120-day basis, so NRIs are eligible.
No capital or turnover ceiling: Since 1 April 2021, the former 50 lakh capital and 2 crore turnover limits no longer restrict the conversion.
Not Section 8 or NBFI: An OPC cannot be a Section 8 company and cannot carry on non-banking financial investment activity.
One nominee: A nominee is named, who consents to take over the OPC if needed.

If you instead want to set up a fresh OPC, see our One Person Company registration service.

Our Pvt to OPC Conversion Services

Service	What We Do
Eligibility Check	We confirm the OPC eligibility, the single-member position, the nominee and the citizen and residence conditions.
Approvals and NOC	We support the special resolution and the no-objection from the members and creditors.
MOA and AOA Alteration	We alter the memorandum and articles to the OPC form under Section 18 and 122.
MGT-14 and INC-6 Filing	We file the special resolution in MGT-14 and the conversion application in INC-6 with the supporting documents.
New Certificate of Incorporation	We follow up the conversion to the fresh certificate of incorporation as an OPC, with the changed name.
Post-Conversion Updates	We help update the records, PAN, bank and registrations that reflect the new OPC status.

Our Process

Pvt to OPC Conversion Process: Step by Step

How Patron converts your private company, from the eligibility check to the fresh certificate of incorporation as an OPC.

Step 1

Check Eligibility

Confirm the OPC conditions, the single member, the nominee and the citizen and residence requirements.

OPC conditions Nominee named

Eligibility 01

Step 2

Obtain NOC

Obtain the no-objection from the members and the creditors of the company.

Member NOC Creditor NOC

NOC 02

Step 3

Pass the Special Resolution

Hold the general meeting and pass the special resolution approving the conversion and the altered MOA and AOA.

EGM held Resolution passed

Resolution 03

Step 4

File MGT-14

File the special resolution with the ROC in Form MGT-14 within the timeline.

MGT-14 filed Within timeline

MGT-14 04

Step 5

File INC-6

File the conversion application in Form INC-6 with the supporting documents.

INC-6 filed Docs attached

INC-6 05

Step 6

Obtain the Certificate

Receive the fresh certificate of incorporation as an OPC and update the records.

New OPC COI Records updated

Certificate 06

Documents Required for Pvt to OPC Conversion

Special resolution and minutes of the general meeting.
Altered MOA and AOA in the OPC form.
No-objection from members and creditors.
Consent and details of the nominee.
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.

Common Conversion Challenges and Solutions

Challenge	Impact	How Patron Accounting Solves It
Reducing to a single member	The conversion requires a single member, so the other shareholders must exit first. We plan the share transfers and the single-member position.
Outdated threshold belief	Many think the 50 lakh and 2 crore limits still apply. We confirm the current position, that the ceilings were removed in 2021, so eligibility is clear.
Nominee and citizen conditions	The member and nominee must meet the natural-person, citizen and residence conditions. We verify these before filing.
Creditor NOC	The creditors’ no-objection is needed. We coordinate the NOCs so the INC-6 is well supported.

Conversion Service Fees

Fee Component	Amount
Patron Accounting Professional Fees	Starting from INR 14,999 (Exl GST and Govt. Charges)
Scope of the fee	Eligibility check, approvals, MOA/AOA alteration, MGT-14 and INC-6 filings
MCA filing fees	Charged on actual basis
Share transfer or stamp duty to reach single member	Charged on actual basis

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.

MCA filing fees, and any share transfer or stamp duty to reach the single-member position, are separate and confirmed as part of the engagement. The exact fee depends on the number of shareholders exiting and the state of registration. Contact us for a detailed quote.

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

Conversion Timeline at a Glance

Stage	Estimated Timeline
Eligibility and NOC	OPC eligibility checked, member and creditor no-objections obtained
Special resolution	Passed at the general meeting, MOA and AOA altered
MGT-14 filing	Special resolution filed with the ROC
INC-6 filing	Conversion application filed with the supporting documents
New certificate	Fresh certificate of incorporation as an OPC, with the changed name

The conversion follows a clear sequence. After the eligibility check and the creditor and member no-objections, the company passes the special resolution and alters its MOA and AOA, files the resolution in MGT-14, and then files the conversion application in INC-6. On approval, the ROC issues a fresh certificate of incorporation as an OPC with the changed name. We run the steps in order so the conversion is clean and the records updated.

Key Benefits

Why Convert to an OPC

Simpler Single-Owner Structure

An OPC suits a business effectively run by one owner, giving a cleaner single-shareholder structure.

Fewer Members, Lighter Governance

With a single member and one director minimum, the OPC carries lighter governance than a private company.

Continuity of Identity

The same entity continues, so the company’s existing identity and contracts carry on after conversion.

No Capital or Turnover Cap

Since 2021 there is no capital or turnover ceiling, so any private company can opt for the OPC structure.

Eligibility Handled Correctly

The single-member position, nominee and citizen and residence conditions are verified before filing.

Qualified CA and CS Team

Handled by a qualified CA and CS team, who run the approvals, NOCs and filings end to end.

Trusted by Businesses Across India

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

"My co-founder exited and I wanted a simpler one-owner company. Patron converted our private company to an OPC end to end." - Founder, services company, Pune.

"We thought the old turnover limit blocked us. Patron confirmed it was removed in 2021 and completed our conversion." - Director, trading company, Delhi.

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.

Private Company Compared with OPC

Factor	Private Limited Company	One Person Company
Members	Two to two hundred	Single member with one nominee
Directors	Minimum two	Minimum one
Capital or turnover cap	None	None, since the 2021 amendment
Suited to	Multi-owner business	Single-founder business

Related Company and Conversion Services

Conversion sits within Patron’s company structuring and conversion services.

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

The reverse conversion, of an OPC back into a private company, is a separate route, which we also handle on request.

Legal and Compliance Framework

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 private company into a One Person Company is governed by Rule 7 of the Companies (Incorporation) Rules, 2014.

Eligibility today: Since the Companies (Incorporation) Second Amendment Rules, 2021, effective 1 April 2021, the former ceilings of paid-up capital up to 50 lakh and average turnover up to 2 crore no longer apply, so any private company can convert into an OPC, provided it meets the OPC conditions of a single member and one nominee, both natural persons who are Indian citizens and residents.

Process and forms: The conversion requires a special resolution and a no-objection from the members and creditors, the altered MOA and AOA, the filing of the special resolution in Form MGT-14, and the conversion application in Form INC-6, after which the Registrar issues a fresh certificate of incorporation as an OPC.

Restrictions: An OPC cannot be a Section 8 company and cannot carry on non-banking financial investment activity, and Form INC-5, which was the intimation that an OPC had ceased to be eligible on crossing the old thresholds, was omitted after the 2021 amendment and is not used for a private to OPC conversion.

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

Can a private limited company convert to an OPC?

Yes. Under Section 18 of the Companies Act, 2013 and Rule 7 of the Companies (Incorporation) Rules, 2014, a private limited company can convert into a One Person Company. The company reduces to a single member with one nominee, passes a special resolution, obtains no-objection from members and creditors, and files the conversion in Form INC-6, after which it is issued a fresh certificate of incorporation as an OPC.

Is there a capital or turnover limit for converting to an OPC?

No, not any longer. Earlier, a private company could convert to an OPC only if its paid-up capital was up to 50 lakh and its average turnover up to 2 crore. The Companies (Incorporation) Second Amendment Rules, 2021, effective 1 April 2021, removed these ceilings, so any private company can now convert into an OPC regardless of its capital or turnover, provided it meets the OPC eligibility conditions.

Which forms are used for the conversion?

The special resolution approving the conversion is filed with the Registrar in Form MGT-14, and the application for the conversion itself is made in Form INC-6 under Section 18. Form INC-5, which some people associate with OPCs, was the intimation that an OPC had ceased to be eligible on crossing the old thresholds, and it was omitted after the 2021 amendment, so it is not used for a private to OPC conversion.

Who can be the member of an OPC?

The single member of an OPC, and the nominee, must each be a natural person who is an Indian citizen and a resident in India. Following the 2021 amendment, residence is counted on a 120-day basis, which allows non-resident Indians to be members or nominees of an OPC. A person can be a member of only one OPC and a nominee in only one OPC at a time.

What is the role of the nominee in an OPC?

An OPC must name a nominee, who is a natural person meeting the same citizen and residence conditions as the member. The nominee gives written consent and is named in the memorandum. If the sole member dies or becomes incapacitated, the nominee takes over the OPC and ensures the company continues, which is what gives the single-owner structure its continuity.

Do the other shareholders need to exit before conversion?

Yes. Because an OPC can have only one member, the other shareholders of the private company must transfer their shares so that a single member holds the company before the conversion takes effect. We plan these share transfers as part of the conversion, so that the single-member position is in place when the INC-6 application is made.

What approvals are needed from members and creditors?

The conversion requires a special resolution of the members approving the conversion and the altered memorandum and articles, and a no-objection from the members and the creditors of the company. The creditors’ consent protects their interests on the change of structure, and the no-objections are part of the documents that support the conversion application in Form INC-6.

Can an OPC be converted back to a private company?

Yes. An OPC can convert into a private or public company, and after the 2021 amendment it can do so voluntarily at any time, without waiting for the earlier two-year period and without a threshold trigger. That reverse conversion is a separate process under the rules, which is handled on its own, distinct from the private to OPC conversion described here.

Private company ko OPC me kaise badle?

Special resolution paas karke, members aur creditors se NOC lekar, MGT-14 aur INC-6 file karke private company ko OPC me convert kiya jata hai.

OPC conversion ke liye turnover limit hai kya?

Nahi, 2021 ke amendment ke baad 50 lakh capital aur 2 crore turnover ki limit hata di gayi hai, ab koi bhi private company OPC me convert ho sakti hai.

Quick Answers

Allowed? Yes, any private company can convert.

Limit? No capital or turnover cap since 2021.

Forms? MGT-14 for the resolution, INC-6 to convert.

Members after? Single member with one nominee.

Why Get It Right

The conversion is straightforward, but the details matter. The company must first reach a single member, the member and nominee must meet the citizen and residence conditions, and the creditor no-objections must be in place before the INC-6 is filed. A common myth is that the old turnover limit still blocks the conversion, when it was removed in 2021. Getting the steps and the eligibility right keeps the conversion clean and quick.

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

Convert to an OPC with Patron Accounting

Converting a private limited company to an OPC under Section 18 is a practical option for a single-founder business: reduce to one member with a nominee, pass the special resolution, obtain the member and creditor no-objections, and file MGT-14 and INC-6.

Since the 2021 amendment, there is no capital or turnover ceiling, so the route is open to any private company. Patron Accounting, with a qualified CA and CS team and offices in Pune, Mumbai, Delhi and Gurugram, handles your conversion end to end.

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Private to OPC Conversion Support Across India

In-person and remote private company to OPC conversion support from our offices in Pune, Mumbai, Delhi and Gurugram.

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Content Created: 3 June 2026 | Last Updated: | Next Review: 4 September 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed at least yearly and updated whenever Section 18, Rule 7 of the Incorporation Rules, the conversion forms (INC-6, MGT-14) or the OPC eligibility conditions change. Freshness Tier 1.

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