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How to convert an OPC to a Private Limited Company?

There are many reasons you might need to convert your One Person Company into a Private Limited business entity. Problem arrives when you’re finally taking the steps to do it. The steps that are present online are quite cumbersome. It makes following them a moot point.

Therefore, with this article, we are trying to make this procedure easuy for you.

Read on to know how you can evolve your Conversion Of OPC To Private Limited.

What is a One Person Company?

A One Person Company is a business entity comprising of a single director and a single member. The director is responsible for undertaking all the tasks of a one person company or his or her own.

It’s a business entity that provides a lot of autonomy one director when it comes to making decisions. Thus, Many consider one person company to the most important business entity for solo entrepreneurs.

What is a Private Limited Company?

A private Limited Company is a business entity comprising of two directors and two members.

As a business infrastructure, it’s the most popular in India. It grants the perk of limited liability to its members. Thus,, it’s the choice of business entity for all types of entrepreneurs.

What are the steps for the Conversion Of OPC To Private Limited?

To convert an OPC to a private limited company, the applicant has to adhere to the following compliances:

Intimating the Registrar of Companies

First, the applicant OPC has to communicate to the RoC that it need to convert into a Private limited company on a mandatory or a voluntary basis. If the reason is latter, the OPC has to specify the reason of conversion.

Passing a board registration

The applicant OPC has to hold a general meeting passing the resolution to appoint directors and further members to meet the infrastructure requirements for a private limited company. As at least two directors and two members are required for a private limited company, the board resolution should reflect the appointment of the same.

Additionally, the applicant OPC has to pass a board resolution to make changes to the Memorandum of Association and Articles of Association to reflect the infrastructural change that conversion of private limited company will bring.

Also Read About: Convert Private Limited To OPC

Applying for the Conversion Of OPC To Private Limited

After taking care of the steps above, furnish the documents below and submit to the Registrar of Companies to officially initiate the conversion procedure:

  1. Changed Articles of Association and Memorandum of Association
  2. Copy of Special Resolution
  3. List of proposed members and directors and their consent
  4. Name of the Creditors of the OPC and their consent
  5. Latest audited balance sheet and profit and loss account
  6. Copy of No Objection Certificate of every creditor with the application for conversion
  7. Nominee’s details and their consent
  8. Copy of PAN card of the nominee
  9. PAN card of the member
  10. ID proof of the members and the nominee
  11. Residential proof of the nominee and the member

Assessment by the Registrar of Companies

The Registrar of Companies assess the application and the documents. If it’s satisfied with both, conversion to private limited company is granted.

Why Convert OPC to Private Limited Company?

Following are the reasons to voluntary covert an OPC to a private limited company:

  1. Access to the funding
  2. Expansion of business
  3. Better decision making
  4. Promotion of teamwork
  5. Dynamic approach towards business growth, and
  6. Priming the business to further evolve

Read More About: Who can give you services for Foreign Exchange Management Act?


One Person Company to Private Limited Company becomes a necessity when it’s on a mandatory basis  once the net worth of the OPC crosses a certain threshold.

However, solo entrepreneurs are recommended to go through the conversion to a Private Limited Company because it helps them establish a foothold in the corporate world and enhances investment opportunities for everyone.

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