Convert OPC to Private Limited Company
Since 1 April 2021, a One Person Company can convert into a private limited company whenever it chooses, with no capital or turnover trigger and no waiting period. You add a second member and a second director, alter the memorandum and articles, file MGT-14 and Form INC-6 on the MCA V3 portal, and receive a fresh certificate of incorporation.
What it is
Converting an OPC into a private limited company changes the company’s class, not the company itself. Your One Person Company brings in a second shareholder and a second director, rewrites its memorandum and articles for a private company, and the Registrar issues a fresh certificate of incorporation.
The law is Section 18 of the Companies Act, 2013, read with Rule 6 of the Companies (Incorporation) Rules, 2014. Rule 6 was rewritten by the Companies (Incorporation) Second Amendment Rules, 2021, notified on 1 February 2021 and in force from 1 April 2021. Before that, an OPC had to convert once it outgrew limits of ₹50 lakh paid-up capital and ₹2 crore average turnover, and could not convert voluntarily for its first two years. Both restrictions are gone. Still choosing a structure? Compare One Person Company registration with private limited company registration.
Who it applies to
Bring in a co-founder or investor
Picture a Faridabad OPC whose founder’s spouse is joining the business full-time. Section 3(1)(c) forms an OPC with one person; a private company under Section 3(1)(b) needs two or more. So the company converts first.
Convert at any age or size
Since 1 April 2021 there is no minimum age and no size trigger. A company formed this year can convert, and so can one that has grown well past the old limits.
Choose private or public, not Section 8
Rule 6 lets an OPC become a private or public company. It cannot convert into a Section 8 company this way.
Why it matters
Open the shareholding to more owners
A private company can have several shareholders, so you can bring in co-founders or investors through share transfers or new allotments.
Keep every contract and loan running
Section 18(3) keeps every debt, obligation and contract enforceable as if the conversion had not happened.
Retire the nominee arrangement
Section 3(1) makes an OPC name a nominee who becomes the member if the sole member dies or becomes incapable of contracting. A private company with two or more members does not need one.
Documents required
Pull from the company’s records
- Certificate of incorporation, memorandum and articles
- Member’s resolution approving the conversion, with the memorandum and articles altered for a private company
- No-objection letters from secured lenders, if any
Collect from the new shareholder
- PAN, identity proof and address proof
- Signed and stamped share transfer deed (Form SH-4), or an application for new shares
Collect from the new director
- DIN, or a DIR-3 application if the person has none
- DIR-2 consent to act as director
- DIR-8 declaration of non-disqualification and MBP-1 disclosure of interest
- Valid digital signature certificate (DSC)
How it works
Choose the second member and director
In practice, one person can fill both roles. We check that the incoming director’s DIN is active and that nothing in Section 164 disqualifies them.
Pass the conversion resolution
Rule 6(1) has the OPC alter its memorandum and articles by a resolution under Section 122(3): the member enters it in the minutes book, then signs and dates it. We draft the altered documents for a private company.
File MGT-14 within 30 days
The special resolution goes to the ROC in Form MGT-14. The 30 days count from the date in the minutes book: sign on 10 October 2026, and MGT-14 is due by 9 November 2026.
Appoint the second director
The appointment is reported in Form DIR-12 within 30 days, with the director’s consent and declaration attached.
Bring in the second shareholder
Either you transfer some of your shares on Form SH-4, or the company allots new ones. Rule 6(2) needs two members before the company converts.
File Form INC-6 and receive the fresh certificate
We file the conversion application in Form INC-6. Under Section 18(2), the Registrar closes the former registration and issues a fresh certificate of incorporation, and we help you update your stationery and bank records.
Timelines
File MGT-14 within 30 days
Section 117 requires every special resolution to be filed with the ROC within 30 days of being passed.
Report the new director within 30 days
The appointment of the second director is reported in Form DIR-12 within 30 days of the appointment.
Lodge the share papers on time
A signed SH-4 must reach the company within 60 days of execution under Section 56(1). For new shares issued by private placement, the return of allotment is due within 15 days.
Two ways to add the second shareholder
The first route is a transfer. You sign Form SH-4 in favour of the new member. Stamp duty is 0.015% of the consideration, and a genuine gift with no consideration attracts no duty. No MCA form is filed for the transfer itself; it shows up in the next annual return.
The second route is an allotment. The company issues fresh shares to the new member as a private placement. That needs a special resolution and a separate bank account for the application money, and the return of allotment in Form PAS-3 is due within 15 days of allotment.
Here is the catch: the two routes put the money in different pockets. Say a Faridabad IT consultancy run as an OPC wants to give a co-founder a 30% stake. Transfer 30% of your shares, and the price is paid to you. Allot new shares instead, and the money stays in the company to fund growth, at the cost of more paperwork. A transfer below fair market value can also be taxed in the buyer’s hands under Section 92(2)(m) of the Income-tax Act, 2025, unless an exemption such as a gift from a relative applies. We check the price before anyone signs.
OPC vs private limited after conversion
| Point | As an OPC | As a private limited company |
|---|---|---|
| Members | One | Two or more |
| Directors | At least one | At least two |
| Nominee | Named in the memorandum | Not needed |
| Annual general meeting | Not required (Section 96) | Required every year |
| AOC-4 due | Within 180 days of the year end | Within 30 days of the AGM |
| Annual return | MGT-7A | MGT-7A if a small company, otherwise MGT-7 |
Since 1 December 2025, the small company limits are paid-up capital up to ₹10 crore and turnover up to ₹100 crore. If yours qualifies, it keeps the shorter annual return. We fold these changes into your annual ROC filings from the first year.
What happens if you miss a deadline
File MGT-14 late, and the fee multiplies
The additional fee is a multiple of the normal fee: 2× up to 30 days late, rising to 12× beyond 180 days. Section 117(2) adds a penalty of ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 per officer. Section 446B can cut this to half for an OPC or small company.
Report the director late, and Section 172 applies
The same 2× to 12× additional fee applies. Section 172 allows a penalty of ₹50,000 plus ₹500 a day, up to ₹3 lakh for the company and ₹1 lakh per officer.
Lodge SH-4 late, and the board decides
An SH-4 delivered after 60 days is not registered as of right. The board can still register it, on terms of indemnity, under the proviso to Section 56(1).
Frequently asked questions
Can an OPC convert into a private limited company at any time?
Yes. Since 1 April 2021, when the Companies (Incorporation) Second Amendment Rules, 2021 took effect, an OPC can convert whenever it chooses. The old two-year bar on voluntary conversion and the ₹50 lakh capital and ₹2 crore turnover triggers were removed. The company only needs two members and two directors, altered memorandum and articles, and the filings under Section 18. A company formed last year can convert this year.
How many members and directors does the company need after conversion?
At least two of each. Section 3(1)(b) needs two or more persons for a private company, and Section 149(1)(a) needs two directors. The same two people can be both shareholders and directors, so bringing in one person, such as a spouse or co-founder, who takes shares and joins the board is enough. We prepare their consents and filings together.
Which form is used to convert an OPC: INC-6 or E-CON?
Form INC-6 is the conversion form today. In April 2026 the Ministry of Corporate Affairs published draft Companies (Incorporation) Amendment Rules, 2026, which propose moving OPC conversion into a new Form E-CON. Comments closed on 9 May 2026, and we have found no final notification since. We file on whichever form is live on the MCA V3 portal on your filing date.
Does an OPC need to file MGT-14 for the conversion?
Yes. Altering the memorandum and articles needs a special resolution, and Section 117 requires special resolutions to be filed with the ROC in Form MGT-14 within 30 days. An OPC passes the resolution by entering it in the minutes book, signed and dated by the member, under Section 122(3). That date counts as the date of the meeting, so the 30 days run from it.
How do we bring in the second shareholder?
Either transfer some of the existing shares or allot new ones. A transfer uses Form SH-4, carries stamp duty of 0.015% of the consideration and must reach the company within 60 days of signing. An allotment is a private placement, needing a special resolution, a separate bank account and Form PAS-3 within 15 days. We help you pick the route that suits the price and the paperwork.
Does the company get a new certificate of incorporation?
Yes. Under Section 18(2), once the Registrar is satisfied, the former registration is closed and a fresh certificate of incorporation is issued for the private company. Section 18(3) keeps all debts, liabilities, obligations and contracts enforceable as if the conversion had not happened. Your loans and contracts simply carry on under the fresh certificate.
What changes in annual compliance after conversion?
The biggest change is the AGM. An OPC is exempt from holding one under Section 96, but a private company must hold it every year, and AOC-4 is then due within 30 days of the AGM instead of 180 days from the year end. A small company, with paid-up capital up to ₹10 crore and turnover up to ₹100 crore, still files MGT-7A. We set up the new calendar for you.
What happens to the OPC’s nominee after conversion?
The nominee falls away. Under Section 3(1), only an OPC’s memorandum must name one: the person who would become the member if the sole member died or became incapable of contracting. With two or more members, the altered memorandum drops the nominee clause. If your nominee is joining as the second member, they simply hold shares in their own right.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Related services
Ready to begin?
Tell us who is joining as the second shareholder and director, and we will plan the share route and every filing for you.