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Private Limited Company to OPC

  • Reduces administrative burden by eliminating the requirement for mandatory Board Meetings and Annual General Meetings (AGM).
  • Lowers annual compliance costs by utilizing simplified annual return forms like MGT-7A specifically designed for OPCs.
  • Retains the prestigious corporate status and limited liability protection while consolidating full control in the hands of a single individual.
  • Simplifies the decision-making process as no multiple director approvals or quorum requirements are necessary for resolutions.
  • Offers an ideal exit strategy for co-founders or directors looking to transition the business to a solo-led enterprise.
  • Provides exemption from certain complex statutory reporting requirements under the Companies Act, 2013.
  • Ensures perpetual succession through the mandatory nominee mechanism, protecting the business against unforeseen events.
  • Maintains the "Separate Legal Entity" status, allowing the business to continue owning assets and contracts independently of the owner.

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Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Overview

The conversion of a Private Limited Company into a One Person Company (OPC) is a strategic "downsizing" of the corporate structure, typically undertaken when a multimember company transitions into a solo-entrepreneurial venture. This process is governed by Section 18 of the Companies Act, 2013, read with Rule 7 of the Companies (Incorporation) Rules, 2014. The primary legal requirement for this conversion is that the company must have only one shareholder (member) and one nominee at the time of transition.

In the 2026 MCA V3 regulatory landscape, this conversion is categorized as an alteration of the company’s status. The process begins with the reduction of members to one, followed by the passing of a Special Resolution in a General Meeting. Under Section 117, this resolution must be filed with the Registrar of Companies (ROC) via e-Form MGT-14 within 30 days. The most critical step in the V3 ecosystem is the filing of e-Form INC-6, which serves as the formal application for conversion.

For the FY 2025–26 cycle, companies must ensure that they have a "No Objection
Certificate" (NOC) from all existing members and creditors before applying for conversion. Additionally, the company must verify that its Audit Trail (Edit Log) accounting software is updated to reflect the change in management structure. This conversion does not affect the existing rights or obligations of the company; it merely simplifies the governance framework to suit a single-member operation, resulting in the issuance of a fresh Certificate of Incorporation (CoI) reflecting the "(OPC)" status.

Document Required

Documents
  • 1 Permanent Account Number (PAN) Card of the Company.
  • 2 Aadhaar Card of the sole remaining Member/Director.
  • 3 PAN Card of the sole remaining Member/Director.
  • 4 PAN and Aadhaar of the appointed Nominee.
  • 5 Special Resolution copy authorizing the conversion.
  • 6 Altered Memorandum of Association (MoA) reflecting OPC clauses.
  • 7 Altered Articles of Association (AoA) adopted for OPC.
  • 8 No Objection Certificate (NOC) from all creditors of the company.
  • 9 Latest Audited Financial Statements and Director's Report.
  • 10 Declaration by directors confirming the reduction in members.

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Procedural Steps

Step Name Short Description Estimated Timeline
Member Reduction Reducing the total number of shareholders to one through share transfer. 3–5 Days
Board & General Meeting Passing a Special Resolution to approve the conversion and MoA/AoA alteration. 2 Days
Form MGT-14 Filing Filing the Special Resolution with the ROC under Section 117. Within 30 Days
Nominee Consent (INC3) Obtaining written consent from the person who will act as the nominee. 1–2 Days
Form INC-6 Filing Submitting the application for conversion via the MCA V3 portal. 7–10 Days
New CoI Issuance Approval by the ROC and issuance of the updated Certificate of Incorporation 3–5 Days

Post-Conversion Filings

Compliance Name Description Due Date
Director Resignation Filing DIR-12 for the resignation of additional directors (leaving only one). 30 Days from Event
Update MoA & AoA Adopting the revised charter documents specifically for OPC status. Immediate
Bank & Tax Intimation Updating the company's status/suffix in bank accounts and GST records. 30 Days from CoI
Letterhead Update Updating the company name to include the "(OPC)" suffix on all stationery. Immediate

Penalty and Non-compliance Risk

Penalty and Non-compliance Risk

Monetary penalty for non-filing of MGT-14 under Section 117
Rejection of Form INC-6 due to pending litigations or duesv
Deactivation of Director Identification Number (DIN)
Personal liability of the member if corporate status is invalidated
Suspension of GST registration due to non-updated status
Legal proceedings for non-compliance with Section 18 procedures

FAQs

Can any Private Limited Company convert to an OPC?

Yes, provided it has only one member at the time of conversion and satisfies the ROC requirements.

What happens to the other directors?
Is the Company's PAN changed after conversion?
Is a Special Resolution mandatory?
What is the role of the Nominee?
How much time does the conversion take?
Is a fresh Certificate of Incorporation issued?
What is Form INC-6?
Are there any tax implications for conversion?
Do I need NOC from creditors?

Seamless Compliance for Your Business

Focus on growing your business while we handle the complexities of statutory compliance. From GST filing to Annual Audits, our automated systems ensure you never miss a deadline.

CA
  • GST Filing & Reconciliation
  • Income Tax Returns (ITR)
  • TDS/TCS Returns
  • Statutory & Tax Audit
  • ROC Company Filings

What Our Clients Say

Discover what our satisfied clients have to say about their experience working with us

Sandeep Reddy
Founder, Retail Trading Business
" ARK Advisors made our audit process smooth and stress-free. Clear checklist, timely follow-ups, and very practical guidance. "
Anusha Sharma
Partner, Professional Services Firm
" Their team quickly identified compliance gaps and suggested actionable fixes. Reporting was crisp and easy for management to understand. "
Rohit Kulkarni
CFO, Manufacturing Unit
" We got strong process recommendations and control improvements. The audit insights genuinely helped us reduce leakage and improve discipline. "
Meghana Rao
Director, Startup
" Professional, responsive, and very transparent. They explained everything in simple terms and kept the entire process on schedule. "
Imran Khan
Owner, Hospitality Business
" The team ensured our documentation was audit-ready and supported us throughout. Great experience and strong attention to detail. "

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