Conversion of Private Limited to One Person Company (OPC)
Section 18 Companies Act 2013 | Rule 7 Incorporation Rules | 100% Sole Ownership | Form INC-6
Streamline ownership, reduce compliance overhead, and convert into a 100% solo-owned corporate entity with Practicing Company Secretaries. We manage the entire statutory conversion of a Private Limited Company into an OPC—including shareholder buyout, obtaining creditor NOCs, altering MOA/AOA, and securing ROC approval.
Under Section 18 of the Companies Act 2013 read with Rule 7 of the Companies (Incorporation) Rules 2014, a private company having paid-up capital of not more than ₹50 Lakh and average annual turnover of not more than ₹2 Crore (under historical thresholds, now voluntary without ceiling) can convert into an OPC with written consent from all members and creditors.
- Statutory conversion under Section 18 & Rule 7 of Companies (Incorporation) Rules
- 100% single shareholder ownership with mandatory nominee director appointment
- Dramatically reduced annual compliance burden (exempt from Cash Flow & CARO)
- Fast-track MCA V3 e-filing (Form MGT-14 & Form INC-6) with zero defects
Why Choose Conversion of Private Limited to One Person Company (OPC)?
When other co-founders or investors exit, managing a multi-member private limited company creates unnecessary board meeting overhead. Converting to an OPC gives you complete corporate limited liability with sole control.
100% Sole Decision Making & Control
Eliminate boardroom deadlocks and manage your business as the sole shareholder and managing director.
Retain Corporate Limited Liability
Enjoy full corporate separation between your personal assets and business liabilities, unlike a sole proprietorship.
Massive Reduction in Compliance Costs
OPCs are exempt from holding AGMs, preparing Cash Flow Statements, and mandatory Secretarial Standards.
Seamless Business & Contract Continuity
Retain existing PAN, GSTIN, bank accounts, MSME registration, and commercial client contracts intact.
Nominee Director Succession Protection
Nominee director clause ensures perpetual succession and uninterrupted business continuation.
Turnkey CS Legal Representation
Our Company Secretaries handle all creditor consents, member buyouts, and ROC filings end-to-end.
Comprehensive Conversion of Private Limited to One Person Company (OPC) Offerings
Our secretarial advisory covers shareholder buyouts, nominee appointment, and Form INC-6 filings.
1. Shareholder Buyout & Partner Exit
- Structuring share transfer deeds (Form SH-4) transferring 100% equity to the sole owner
- Payment of stamp duty on share transfers and cancellation of redundant share certificates
- Board resolution approving transfer and updating Register of Members
- Appointment of Nominee Director with written consent in Form INC-3
2. Shareholder Approval & Creditor Consents
- Drafting EGM Notice with Section 102 Explanatory Statement for conversion
- Passing Special Resolution by members approving conversion into OPC
- Obtaining written No Objection Certificates (NOC) from all existing creditors
- Drafting altered Memorandum (MOA) and Articles of Association (AOA)
3. MCA V3 Filing (Form MGT-14 & INC-6)
- Filing e-Form MGT-14 with ROC within 30 days of passing Special Resolution
- Filing e-Form INC-6 (Application for conversion of private company to OPC)
- Attaching CA-certified list of members, creditors, and audited financial statements
- PCS digital certification ensuring zero scrutiny delays
4. Grant of Fresh Certificate & Post-Conversion
- ROC issues a fresh Certificate of Incorporation reflecting the new name '(OPC) Private Limited'
- Updating PAN, TAN, GSTIN, and Bank accounts with the new OPC corporate name
- Issuing new share certificate to the sole member and updating statutory registers
- Establishing simplified annual compliance tracking for the OPC
Step-by-Step Conversion of Private Limited to One Person Company (OPC) Execution Process
Step 1: Equity Consolidation & Nominee Consent
Consolidating 100% shareholding into the sole owner and obtaining nominee consent in Form INC-3.
Step 2: Board Meeting & EGM Special Resolution
Convening EGM to pass Special Resolution and securing written NOC from all secured/unsecured creditors.
Step 3: Filing Form MGT-14 with ROC
Submitting Form MGT-14 with altered MOA/AOA and EGM minutes on MCA V3 portal.
Step 4: Filing Form INC-6 for Conversion
Submitting e-Form INC-6 with financial statements, creditor NOCs, and director affidavits.
Step 5: Grant of Fresh Certificate of Incorporation
ROC issues fresh Certificate of Incorporation with '(OPC) Private Limited' designation.
Documents Required for Conversion of Private Limited to One Person Company (OPC)
Company Legal & Financial Records
- Existing MOA & AOA: Certified copies of current Memorandum and Articles of Association
- Audited Financials: Latest audited Balance Sheet and P&L account
- List of Members & Creditors: CA certified list of all members and creditors with outstanding amounts
- No Objection Certificates: Written NOCs from all secured and unsecured creditors
Sole Member & Nominee Documents
- Sole Member KYC: PAN, Aadhaar/Passport, and residential address proof of sole owner
- Nominee Consent (INC-3): Form INC-3 consent signed by nominee director along with PAN and address proof
- Share Transfer Deeds (SH-4): Executed SH-4 deeds with stamp duty payment proofs consolidating 100% equity
- DSC & DIN: Valid Class-3 Digital Signature Certificate of director and certifying PCS
Conversion Secretarial Dossier
- Board Resolution: Certified true copy of Board Resolution approving conversion proposal
- EGM Special Resolution: Special Resolution passed by members along with Section 102 Explanatory Statement
- Altered MOA & AOA: New Memorandum and Articles customized for One Person Company structure
- Director Affidavits: Affidavit by sole director confirming compliance with Rule 7
Why Choose Lawful Journey?
Senior CS & Advocate Leadership
Direct supervision by qualified Company Secretaries and corporate advocates with 15+ years of specialized experience in statutory compliance, certification, and corporate law.
Pre-Filing Quality Review
Structured document reviews help identify missing information, inconsistencies, and filing risks before submission to the relevant authority.
Fast-Track Turnaround
Streamlined internal workflows, digital portal filing acceleration, and dedicated case managers keeping you updated at every single milestone.
End-to-End Confidentiality
Bank-grade data confidentiality and legally binding NDAs protecting your business records, proprietary technical data, and corporate filings.
Transparent Fixed Pricing
Clear, all-inclusive professional fees without hidden charges or surprise surcharges. Complete clarity before filing begins.
Post-Approval Support
Ongoing compliance tracking, annual renewal reminders, statutory register updates, and dedicated helpline for all future legal requirements.
Frequently Asked Questions
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Yes, an Indian citizen (whether resident in India or non-resident / NRI) is eligible to be the sole member and nominee of a One Person Company.
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Under Section 3(1)(c), the sole member must nominate an individual in Form INC-3 who will become the sole member in the event of the sole subscriber's death or incapacity to contract.
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No. Under Section 96(1) of the Companies Act 2013, One Person Companies are completely exempt from the requirement of holding Annual General Meetings.
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Yes. While an OPC can have only ONE shareholder/member, it can have up to 15 directors for managing day-to-day operations.
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The bank accounts and GSTIN remain unchanged; only the name is amended to add '(OPC) Private Limited' following ROC approval.
Ready to Get Started with Conversion of Private Limited to One Person Company (OPC)?
Schedule a confidential consultation with our Senior Company Secretaries and Legal Advisors. We provide strategic guidance, document preparation, and fast-track execution.
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