Introduction: Why Convert Your OPC into a Private Limited Company?
The One Person Company (OPC) structure was a revolutionary change introduced by the Companies Act, 2013 especially empowering solo entrepreneurs, freelancers, and small business owners. But what happens when your business starts growing, revenue crosses ₹2 crores, or you’re planning to raise investment?
You hit the compliance limits of an OPC.
The next logical step?
Convert your OPC into a Private Limited Company (Pvt Ltd) a structure that allows:
- More shareholders (up to 200)
- Investment from venture capital or private equity
- Greater brand credibility
- Expansion across states and international markets
In this in-depth article, RegistrationMART with 10+ years of experience in Indian company laws will guide you through every step of this conversion journey.
Whether you’re converting due to statutory reasons or voluntarily scaling up, this is your complete 2025 legal roadmap.
Table of Contents:
- Why Convert OPC to Private Limited?
- Legal Grounds for Conversion
- Types of Conversions – Mandatory vs. Voluntary
- Eligibility Conditions
- Step-by-Step Conversion Process
- ROC Forms & Documents Required
- Timeframe & Costs Involved
- Tax and Compliance Impact Post Conversion
- Mistakes to Avoid
- FAQs on OPC to Pvt Ltd Conversion
- RegistrationMART’s Legal Support
Why Convert OPC to a Private Limited Company?
Here’s why most businesses make this move:
| Reason | Benefit |
| 📈 Business Growth | Crossed OPC turnover or capital limits |
| 💸 Investment | Pvt Ltd structure preferred by investors |
| 🤝 Co-founders or Directors | Add more shareholders/directors |
| 🌍 Market Expansion | Wider brand acceptance, contracts |
| 🔐 Limited Liability | Continues with more partners |
| 🧾 Legal Requirements | Mandatory if limits exceeded |
| ✅ Better Compliance Framework | Strengthens governance |
Legal Grounds: Section 18 & Rule 6 of Companies Rules, 2014
As per:
- Section 18 of the Companies Act, 2013, and
- Rule 6 of Companies (Incorporation) Rules, 2014
An OPC must convert into a private limited company under either:
- Mandatory (Compulsory Conversion)
- Voluntary Conversion
Let’s understand both.
Mandatory (Compulsory) Conversion
When is it Required?
As per Rule 6(1):
If the OPC’s:
- Paid-up capital exceeds ₹50 lakhs, OR
- Turnover exceeds ₹2 crores for 3 consecutive financial years
Then, it must convert into a private/public limited company within 6 months from the date of such threshold breach.
⚠️ Non-Compliance Penalty:
- ₹10,000 for company + ₹1,000/day (max ₹1 lakh)
- Directors/officers also liable
Voluntary Conversion of OPC to Pvt Ltd
You can also convert your OPC voluntarily after completing 2 years from the date of incorporation.
📌 Note: Earlier, this 2-year lock-in was mandatory. But the MCA’s 2021 amendment allowed voluntary conversion even before 2 years (subject to certain conditions).
Eligibility for Conversion
To be eligible for OPC to Pvt Ltd conversion, you must ensure:
| Condition | Must Have |
| Active OPC status | All compliances filed |
| No legal dispute pending | No litigation or court case |
| Proper financial records | Latest audited financials |
| Nominee Consent | Required at conversion |
| Minimum 2 shareholders | As Pvt Ltd needs 2+ |
Step-by-Step OPC to Pvt Ltd Conversion Process (2025)
At RegistrationMART, we ensure a seamless 10–15 day process.
Step 1: Board Meeting
- Pass a resolution for conversion
- Approve alteration of MOA & AOA
Step 2: Shareholder’s Approval
- Pass special resolution for conversion
- File MGT-14 within 30 days
Step 3: File Form INC-6
Form INC-6 is the main form for OPC to Pvt Ltd conversion.
It must include:
- Board Resolution
- Shareholder Resolution
- Altered MOA & AOA
- Consent of nominee
- Latest financial statements
- List of proposed shareholders/directors
- NOC from creditors, if applicable
Step 4: Approval by ROC
If all documents are valid and correctly filed, the ROC issues a fresh Certificate of Incorporation reflecting the new status as Private Limited Company.
Key ROC Forms Required
| Form | Purpose | Timeline |
| MGT-14 | Special resolution | Within 30 days of passing |
| INC-6 | Application for conversion | Within prescribed period |
Documents Checklist
| Document | Notes |
| Board Resolution | For conversion approval |
| Special Resolution | Passed at meeting |
| MOA & AOA | Modified versions for Pvt Ltd |
| Financials | Latest audited statements |
| INC-3 | Nominee consent |
| Affidavit | Director/nominee declarations |
| PAN/Aadhaar | Of new shareholders |
| Proof of Registered Office | Utility bill + NOC |
Timelines & Fees (Approx.)
| Item | Duration | Cost (Approx.) |
| DSC for new shareholders | 1–2 days | ₹1,000–₹2,000 |
| Board & EGM meetings | 1 day | — |
| Form MGT-14 Filing | 1 day | ₹600–₹1,200 |
| Form INC-6 Filing | 3–5 days | ₹2,000–₹5,000 |
| Approval from ROC | 3–7 working days | Depends on state |
Total time: 10–15 working days
Professional Fee (RegistrationMART): As low as ₹7,499/-
Post-Conversion Compliance Checklist
Once converted:
| Compliance | Details |
| PAN Update | Apply for correction |
| Update Bank Records | New certificate copy |
| Inform Clients/Vendors | Share new CIN, name |
| Letterhead & Stationery | With new Pvt Ltd identity |
| Auditor Re-appointment | If needed |
| Share Certificate Issuance | For new shareholders |
| Statutory Registers | Update for Pvt Ltd structure |
Taxation Implications
Conversion does not affect taxation directly, but Pvt Ltd structure brings:
| Aspect | OPC | Pvt Ltd |
| Tax Rate | 25% | 25% (if turnover < ₹400 Cr) |
| Deductions | Limited | Wider scope |
| Investment | Rare | Possible |
| ESOPs | Not available | Possible |
Common Mistakes to Avoid
- Failing to file MGT-14 in time
- Not altering MOA/AOA as per Pvt Ltd requirements
- Not increasing number of shareholders/directors
- Delay in PAN/TAN/GST updates post-conversion
- No formal documentation of board/shareholder decisions
FAQs: Frequently Asked Questions
Q1. Is conversion mandatory if I crossed ₹2 Cr turnover last year only once?
🟩 Yes, if your turnover crosses ₹2 Cr in any 1 year, mandatory conversion is triggered.
Q2. Can a foreigner be added as a shareholder during conversion?
🟩 Yes, subject to FEMA regulations and with an authorized capital structure.
Q3. What if my OPC has loans or liabilities?
🟩 Conversion is still possible, but creditors should be informed. Some states require NOC.
Q4. Is there any capital gains tax on conversion?
🟩 No capital gains tax applies if conversion follows Section 47(xiii) of Income Tax Act.
RegistrationMART’s Trusted OPC Conversion Service
With over 10 years of expert service, RegistrationMART offers:
✅ End-to-end filing support
✅ MOA/AOA drafting
✅ Board & Shareholder Resolution formats
✅ ROC approvals
✅ Name reservation if required
✅Free advisory for next 6 months
Over 1,000+ businesses have trusted us with conversions and compliance across India.
Conclusion: Take the Leap Towards Business Expansion
If your business has outgrown the OPC model, it’s time to step into the next growth stage. A Private Limited Company not only unlocks investor capital but also gives you the governance and credibility needed for larger deals, tenders, and brand partnerships.
Don’t delay your growth.
Let RegistrationMART help you convert your OPC into a thriving Private Limited Company fast, compliant, and stress-free.
