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OPC to Private Limited – Expertvuw
Change of Structure

Converting a One Person Company into a Private Limited Company

Last updated: 2 October 2026

When your OPC needs a co-founder, investors or more directors, it can convert into a private limited company — voluntarily and at any time. Our team handles the new members, altered documents and ROC filings.

Overview

How an OPC converts into a private company

Since the Companies (Incorporation) Amendment Rules, 2021, an OPC can convert into a private limited company voluntarily at any time. The earlier requirement to convert on crossing ₹50 lakh capital or ₹2 crore turnover, and the two-year waiting period, have been removed.

  • The OPC increases its members to at least two and its directors to at least two.
  • The MOA and AOA are altered to remove OPC-specific provisions, by special resolution.
  • The special resolution is filed in Form MGT-14, and the conversion application in Form INC-6.
  • The Registrar issues a fresh certificate of incorporation as a private limited company. The company continues — its assets, liabilities and contracts stay with it.

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 OPC conversion service covers

1

Adding shareholders and directors

2

Share transfer or allotment to the new member

3

MOA and AOA alteration

4

MGT-14 and INC-6 filings

5

Updates to PAN, GST, bank and licences

Key facts at a glance

2021 rules

Removed mandatory conversion thresholds and waiting period

Any time

OPC can convert voluntarily

2 + 2

Minimum members and directors after conversion

Special resolution

Alters the MOA and AOA

INC-6

Application for conversion

Same company

Assets, liabilities and contracts continue

Common Issues

Where OPC conversions commonly go wrong

Most issues come from the sequence of steps.

Member added wrongly

Shares transferred without proper stamp duty or records.

Documents not altered

OPC clauses left in the AOA.

Registrations not updated

GST and bank records still show OPC.

Related Services

Related services

Related services.

OPC Registration

Forming an OPC.

Private Limited to OPC

The reverse conversion.

Fundraising Compliance

Bringing in investors.

Director Changes

Adding directors.

Documents Required

Documents we need from you

Company Documents

New Member Documents

Our Process

How we convert your OPC

1

Plan

New members and directors identified.

2

Members

Shares transferred or allotted.

3

Directors

Second director appointed.

4

Documents

MOA and AOA altered by special resolution.

5

Filings

MGT-14 and INC-6 filed.

6

Updates

New certificate; registrations updated.

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After Conversion

After conversion

Compliance changes once the company is no longer an OPC.

Board meetings

At least two a year for small companies, four otherwise.

AGM

An AGM is now required every year.

Annual filings

AOC-4 and MGT-7 / 7A as applicable.

Registrations

PAN, GST and bank updated.

Get in Touch

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






    FAQs

    Frequently Asked Questions

    When can an OPC convert into a private company?

    At any time, voluntarily, since the 2021 amendment.

    No. The ₹50 lakh capital and ₹2 crore turnover triggers were removed in 2021.

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

    Yes, a fresh certificate of incorporation as a private limited company.

    They continue with the same company.

    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