A small private limited company with a single owner in mind can convert into a One Person Company to simplify ownership and reduce compliance. The conversion is allowed where the company is within the OPC size limits, by a special resolution and the filing of Form INC-6. Samkhya handles your private-to-OPC conversion end to end.
A private limited company can convert into a One Person Company (OPC) under Section 18 of the Companies Act, 2013 with Rule 7 of the Companies (Incorporation) Rules, 2014, where it meets the OPC criteria, a paid-up capital of up to Rs. 50 lakh and an average annual turnover of up to Rs. 2 crore. The company must have a single member after conversion, who must be a natural person and an Indian citizen, with a nominee appointed. It cannot be a Section 8 company or engaged in NBFC activities. The company obtains NOCs from members and creditors, passes a special resolution, alters its MOA and AOA, and files Form MGT-14 within 30 days and then Form INC-6. A fresh Certificate of Incorporation is then issued, and the conversion does not affect existing liabilities.
Converting to an OPC can be worthwhile:
Converting to an OPC requires:
The conversion involves:
A private company can convert where it is:
Converting a private company to an OPC begins with confirming it is within the OPC limits, paid-up capital up to Rs. 50 lakh and turnover up to Rs. 2 crore, and arranging for a single member, a natural person and Indian citizen, with a nominee appointed with written consent. The company obtains NOCs from its members and creditors, passes a special resolution, and alters its MOA and AOA to adopt the OPC structure, including the nominee clause. It files Form MGT-14 within 30 days, then Form INC-6, the application for conversion. On the MCA V3 portal, the Registrar reviews the filings and, if satisfied, issues a fresh Certificate of Incorporation as an OPC. The conversion does not affect existing liabilities or contracts.
For the Conversion:
For the OPC Structure:
Converting to an OPC follows a clear sequence:
Converting to an OPC with Samkhya Corporate Services is simple. Just follow these easy steps:
From there, our team handles the nominee, NOCs, resolutions, and INC-6 filing.
Once the company is converted:
A private-to-OPC conversion carries the MGT-14 and INC-6 filing fees, based on the company’s authorized capital, with professional charges separate. The key gating factors are the eligibility limits, the company must be within Rs. 50 lakh paid-up capital and Rs. 2 crore average annual turnover, have a single natural-person member who is an Indian citizen, and not be a Section 8 company or an NBFC. The conversion does not affect existing liabilities or contracts, which carry over to the OPC. The process typically takes two to four weeks. Afterwards, the company enjoys the lighter OPC compliance, simpler meetings and fewer filings, while retaining limited liability, with the nominee providing continuity on the member’s death or incapacity.
| Feature | Detail |
| Governing Law | Section 18 & Rule 7. |
| Key Forms | MGT-14 and INC-6. |
| Capital Limit | Up to Rs. 50 lakh. |
| Turnover Limit | Up to Rs. 2 crore. |
| Member | One, Indian citizen, with nominee. |
| Timeline | Around two to four weeks. |
Can a private company convert into an OPC?
Yes, where it is within the OPC limits. It converts under Section 18 by passing a special resolution and filing Form INC-6, after appointing a single member and a nominee.
What are the size limits to convert?
The company must have a paid-up capital of up to Rs. 50 lakh and an average annual turnover of up to Rs. 2 crore.
Who can be the single member?
The single member must be a natural person who is an Indian citizen, and a nominee is appointed with their written consent.
Which companies cannot convert to an OPC?
A Section 8 company and a company engaged in non-banking financial investment activities cannot convert into an OPC.
Are NOCs needed?
Yes. No-objection certificates are obtained from the company’s members and creditors before the conversion.
Does conversion affect liabilities?
No. The conversion does not affect existing liabilities and contracts, which carry over to the OPC.
