OPC to Private Limited
Convert your One Person Company (OPC) to a Private Limited Company — voluntarily (after 2 years) or mandatorily (on exceeding thresholds) — with INC-6 filing, updated AOA and induction of new directors and shareholders.
Convert your OPC to a Private Limited Company
Share your OPC details. We handle the AOA amendment, INC-6 filing and addition of new members.
Talk to a CS →A complete opc to private limited package
Eligibility Check
OPC must be at least 2 years old for voluntary conversion — or must have breached the mandatory threshold.
Induction of New Members
Minimum 2 shareholders and 2 directors required for a private limited company — new members inducted.
AOA Amendment
Articles of Association amended to remove OPC-specific clauses and adopt private limited company provisions.
INC-6 Filing
Form INC-6 filed with ROC for conversion — with altered MOA, AOA, list of members and directors.
Updated Statutory Registers
Register of Members, Directors and all statutory registers updated post conversion.
New Certificate of Incorporation
ROC issues a new Certificate of Incorporation reflecting the conversion to private limited company.
What is needed for opc to private limited
2-Year Voluntary Window
Voluntary conversion is permitted only after 2 years from date of incorporation of the OPC.
Mandatory on Threshold Breach
If OPC's paid-up capital exceeds Rs 50 lakh or turnover exceeds Rs 2 crore in 3 consecutive years — conversion is mandatory within 6 months.
Minimum 2 Shareholders
OPC has only 1 member — a second shareholder must be inducted before or simultaneously with conversion.
Minimum 2 Directors
A second director must be appointed via DIR-12 before INC-6 is filed.
INC-6 Within 6 Months of Threshold
If mandatory, INC-6 must be filed within 6 months of the end of the financial year in which the threshold was breached.
No NOC Required from Nominee
Nominee's consent is not required for voluntary conversion — but their appointment as nominee lapses on conversion.
Voluntary conversion is only possible after 2 years from the date of OPC incorporation. Attempting INC-6 before 2 years will be rejected by the ROC. We verify the incorporation date and the applicable threshold before initiating the conversion process.
Common issues with opc to private limited
Simple steps, no surprises
Eligibility confirmed
2-year period verified (voluntary) or threshold breach confirmed (mandatory) — conversion route determined.
New director and member inducted
Second director appointed via DIR-12, second shareholder inducted — all consents obtained.
AOA amended and INC-6 filed
AOA amended for private limited provisions — INC-6 filed with ROC with all required documents.
New CoI received and records updated
New Certificate of Incorporation received — bank, GST and all registrations updated.
Other services you may need
Frequently asked questions
A One Person Company (OPC) is a company with only one member, permitted under Section 2(62) of the Companies Act 2013. It combines the benefits of a sole proprietorship with the limited liability of a company.
Voluntary conversion is permitted after the OPC has been in existence for at least 2 years from its date of incorporation. The conversion is done by filing Form INC-6 with the ROC.
Conversion is mandatory if the OPC's paid-up share capital exceeds Rs 50 lakh or its average annual turnover exceeds Rs 2 crore for three consecutive financial years. INC-6 must be filed within 6 months of the end of the financial year in which the threshold is breached.
The OPC must induct at least one additional shareholder and one additional director — bringing the totals to minimum 2 shareholders and 2 directors. The AOA must be amended to remove OPC-specific provisions.
Form INC-6 is filed with the ROC for conversion of an OPC to a private limited company. It must be accompanied by the altered MOA, altered AOA, list of proposed directors and members, and a declaration that the company meets the conversion criteria.
Ready to convert your OPC to a Private Limited Company?
We handle the eligibility check, member induction, AOA amendment and INC-6 filing end to end.