Convert OPC to Private Limited Company: Steps and Forms

Founders usually convert when they bring in a co-founder or investor. An OPC can have only one member, so this step normally comes before any equity round.

What changed in 2021

Earlier, an OPC could not convert voluntarily for two years unless it crossed set limits, and compulsory conversion applied above ₹50 lakh paid-up capital or ₹2 crore turnover. The 2021 amendment removed both the waiting period and these compulsory limits.

Requirements after conversion

Steps

1. Board approves the proposal and calls the required resolution.
2. Add the second member, usually by a transfer or fresh allotment of shares.
3. Appoint the additional director, who needs a DIN and consent.
4. Pass a special resolution to alter the MOA and AOA, and file MGT-14 where applicable.
5. File the conversion application in Form INC-6 with its attachments.
6. Receive the new certificate of incorporation from the ROC.

Plan ahead

• All filings should be up to date before you apply, including annual returns.
• Creditors and members may need to give consent or be notified.
• Update your PAN, TAN, GST, bank account and letterhead after conversion.

See how the structures compare in OPC vs private limited. If you are still choosing a structure, see OPC registration.

Frequently Asked Questions

Q1. Does the company get a new CIN?

Yes. Conversion leads to a fresh certificate of incorporation with an updated CIN that reflects the new class.

Q2. Is conversion compulsory after crossing a turnover limit?

No. The compulsory conversion limits were removed from 1 April 2021.

Q3. Do bank accounts and contracts continue?

Yes. It is the same legal entity, but update the name with banks, tax authorities and counterparties.

Q4. Can an OPC convert into a public company?

Yes. The same 2021 rules allow it, provided the public company requirements are met.