What changes
The company keeps its identity, assets, liabilities and contracts; only its type changes. The articles are altered to remove OPC provisions, the name changes, and the nominee provision falls away. PAN, GST and bank records are updated with the new name.
OPCs can also now be formed by NRIs — any Indian citizen, resident or not, can form an OPC (resident here means in India for at least 120 days in the preceding financial year).
Documents required
- Details of the new member and director — PAN, Aadhaar, DSC.
- Altered MOA and AOA.
- Special resolution and board resolution.
- Latest financial statements.
How we handle it
Bring in the second member and director
Shares transferred or allotted; director appointed.
Pass resolutions
Special resolution to convert and alter the articles and name.
File MGT-14 and INC-6
With the altered documents.
New certificate
Issued by the ROC; other registrations updated.
OPC and private limited compared
| Point | One Person Company | Private limited company |
|---|---|---|
| Members | 1 | 2 to 200 |
| Directors | At least 1 | At least 2 |
| Nominee | Required | Not applicable |
| Board meetings | Relaxed requirements | At least four a year |
| Raising investment | Difficult — only one member | Straightforward — shares can be issued to investors |
Practical notes from our engagements
- Second member added only on paper. The new member should hold shares properly transferred or allotted.
- Registrations not updated. GST, PAN, bank and licences all need the new name.
How we handle OPC conversion
We handle the share transfer or allotment, resolutions, MGT-14 and INC-6, and update the company's other registrations after the new certificate is issued.
Related services
Frequently asked questions
When can an OPC convert to a private limited company?
At any time. The two-year minimum period was removed from 1 April 2021.
Is conversion compulsory when turnover grows?
No. The compulsory conversion triggers were removed in 2021.
How many members are needed after conversion?
At least two members and two directors for a private company.
Which forms are filed?
MGT-14 for the special resolution and INC-6 for the conversion.
Can an NRI form an OPC?
Yes, since 2021 an Indian citizen, whether resident or not, can form an OPC.
Does the company get a new CIN after conversion?
The company receives a fresh certificate of incorporation reflecting the conversion; its identity, assets and liabilities continue.
Can an OPC convert directly into a public company?
Yes, provided it meets the requirements for a public company — at least seven members and three directors.