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Private Limited to OPC – Expertvuw
Change of Structure

Converting a Private Limited Company into a One Person Company

Last updated: 2 October 2026

If a private company ends up with a single owner, it can convert into a One Person Company and keep limited liability with simpler compliance. Our team handles the consents, the special resolution and the INC-6 application.

Overview

How a private company converts into an OPC

  • The company must end up with a single member, a natural person who is an Indian citizen resident in India. Section 8 companies cannot convert.
  • Shareholders pass a special resolution, filed in Form MGT-14.
  • Written no-objection letters from all members and creditors are obtained.
  • The sole member appoints a nominee, whose consent is filed in Form INC-3.
  • The application for conversion is filed in Form INC-6, and the Registrar issues a fresh certificate of incorporation.

The 2021 amendment removed the paid-up capital and turnover limits that earlier restricted this conversion. We check the current rule text for your case before filing.

Based on the Companies Act, 2013 and the rules made under it. Last updated: 27 September 2026.

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What This Service Covers

What our conversion service covers

1

Eligibility check for the company and the sole member

2

Share transfers to consolidate ownership

3

Member and creditor NOCs

4

Nominee appointment and INC-3

5

Special resolution, MGT-14 and INC-6 filings

Key facts at a glance

1 member

Must be a natural person, Indian citizen and resident

Nominee

Appointed with consent in INC-3

NOCs

From all members and creditors

Special resolution

Needed for conversion

INC-6

Conversion application

No section 8

Section 8 companies cannot convert to OPC

Common Issues

Where these conversions commonly go wrong

Most issues are about eligibility and consents.

Member not eligible

Sole member is not resident in India or is a company.

Creditor NOC missing

A creditor’s consent is not obtained.

Shares not consolidated

Other shareholders still on the register.

Related Services

Related services

Related services.

OPC to Private Limited

The reverse conversion.

Share Transfer

Consolidating shares.

OPC Registration

About OPCs.

Annual Compliance

Company compliance.

Documents Required

Documents we need from you

Company Documents

Consents

Our Process

How we convert your company

1

Eligibility

Company and sole member checked.

2

Shares

Shares consolidated in the sole member.

3

Consents

Member and creditor NOCs obtained.

4

Nominee

Nominee appointed; INC-3 filed.

5

Filings

MGT-14 and INC-6 filed.

6

Updates

New certificate; registrations updated.

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After Conversion

After conversion

The company now follows OPC compliance.

No AGM

An OPC is not required to hold an AGM.

Board meetings

At least one in each half of the year.

Annual filings

Financial statements and annual return continue.

Registrations

PAN, GST and bank updated.

Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    Can a private limited company become an OPC?

    Yes, if it will have a single member who is an Indian citizen resident in India, with consent of members and creditors.

    Section 8 companies, among others excluded by the rules.

    Yes. The sole member nominates a person, whose consent is filed in INC-3.

    MGT-14 for the special resolution and INC-6 for the conversion.

    The 2021 amendment removed the earlier limits; we confirm the current rule text for your case.

    About Expertvuw

    Who handles your case

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    ACS – Director, Expertvuw Management Pvt Ltd

    This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.

    Expertvuw Management Pvt Ltd