Is conversion compulsory?
No. Since 1 April 2021 an OPC can grow as large as it likes and stay an OPC.
Before that date, rule 6 of the Companies (Incorporation) Rules, 2014 forced conversion once paid-up share capital crossed ₹50 lakh or average annual turnover crossed ₹2 crore, and a company could not convert voluntarily for two years from incorporation. The 2021 amendment, notified on 1 February 2021 and effective 1 April 2021, removed both. Form INC-5, the intimation of crossing the threshold, was omitted at the same time.
| Position | Before 1 April 2021 | From 1 April 2021 |
|---|---|---|
| Compulsory conversion on ₹50 lakh paid-up capital | Yes | Removed |
| Compulsory conversion on ₹2 crore average turnover | Yes | Removed |
| Two-year wait before voluntary conversion | Yes | Removed |
| Form INC-5 intimation | Required | Omitted |
So if you came here because your OPC crossed ₹2 crore in turnover, you are not in default and nothing is overdue. The remaining reasons to convert are commercial, and they are covered further down.
The same amendment also opened OPCs to non-resident Indian citizens and cut the residency test to 120 days. Those points sit on one person company registration.
What the law requires before you file
Rule 6 lets an OPC convert into a private company after increasing its members and directors to at least two, maintaining the minimum paid-up capital the Act requires for that class, and complying with section 18 of the Companies Act, 2013.
Two members
A private limited company needs at least two members. Your OPC has one, so one share has to reach a second person before the conversion takes effect. Two routes:
| Route | How it works | Filing |
|---|---|---|
| Transfer | The existing member transfers one or more shares to the incoming member | SH-4 instrument, stamp duty at 0.015% of the consideration, entry in the register of members. See share transfer |
| Fresh allotment | The company allots new shares to the incoming member | Board and member approval, PAS-3 return of allotment. See share transfer and allotment |
Which route you use is usually decided by whether the incoming member is buying in or putting money in. Get the choice right before the paperwork starts, because the two leave different trails in the register and in the tax position of the outgoing holder.
Two directors
A private company needs a minimum of two directors under section 149(1). The incoming director needs a DIN, a DIR-2 consent and a DIR-8 declaration, and the appointment is reported in DIR-12 within 30 days. See add a director and, if the person has no DIN yet, DIN registration.
The second member and the second director do not have to be the same person, though in a two-founder company they usually are.
No extra capital
There is no minimum paid-up capital for a private limited company. The requirement went with the Companies (Amendment) Act, 2015, so "maintaining the minimum paid-up capital as per the requirements of the Act" asks nothing of you in practice. You do not have to bring in ₹1 lakh, and you do not have to increase authorised capital unless you are issuing shares beyond the existing limit. If you are, see increase in authorised capital, which Regikart files for ₹1,999.
The conversion route, step by step
- Board decision. The board, or the single director, resolves to convert, to appoint the additional director, and to call the meeting where the members will approve the altered memorandum and articles.
- Bring in the second member. Transfer or allot shares, update the register of members, and issue the share certificate.
- Appoint the second director. DIN, DIR-2, DIR-8, appointment, then DIR-12 within 30 days.
- Alter the memorandum and articles. The OPC clauses come out and private company clauses go in. Where the company still has a single member at this stage, the decision is recorded and signed in the minutes book under section 122(3).
- File MGT-14 for the resolution, within 30 days.
- File INC-6 with the Registrar, with the altered memorandum and articles and the consents. For a voluntary conversion this is filed within 30 days of the resolution.
- Certificate. On approval the Registrar issues a fresh certificate of incorporation with the changed name, the "(OPC)" dropped from it.
- Update everything else. PAN records, GST registration, bank accounts, licences, letterheads and invoices all carry the old name until you change them. See GST amendment.
Conversion under section 18 does not affect the company's debts, liabilities, obligations or contracts. A loan taken by the OPC is still owed by the same company after the name changes.
Documents and attachments for INC-6
What you will need to hand over:
- Altered memorandum of association and articles of association
- The certified copy of the resolution approving the conversion
- List of members with their shareholding after the change
- List of directors after the appointment, with consents
- No objection from the members and from the creditors of the company
- A declaration by affidavit from the directors confirming that the members and the creditors have consented
- The latest audited financial statements
- The existing certificate of incorporation, PAN and the register of members
The creditors' consent is the item that surprises people. If the company has a bank loan, a secured lender or a large trade creditor, plan for the time it takes to collect that in writing. Where a charge is registered, deal with the lender early: see charge registration in CHG-1.
What changes after conversion
Eleven things change. Most of them make the company heavier, which is the honest case against converting before you need to.
| Item | As an OPC | As a private limited company |
|---|---|---|
| Members | One | Two to 200 |
| Directors | Minimum one | Minimum two, maximum 15 |
| Nominee in INC-3 | Required | Falls away |
| Name | Ends "(OPC) Private Limited" | Ends "Private Limited" |
| Annual general meeting | Not required under section 96(1) | Required, within six months of the financial year end |
| AOC-4 | Within 180 days of the financial year end | Within 30 days of the AGM. See annual ROC filing |
| Annual return | MGT-7A | MGT-7A while it remains a small company, otherwise MGT-7 |
| Board meetings | One in each half of the calendar year, 90 days apart, and not needed at all with a single director | Four a year, unless the company is a small company, when the OPC pattern continues under section 173(5) |
| Cash flow statement | Not required | Not required while it is a small company, otherwise required |
| Foreign or corporate members | Not allowed | Allowed, subject to FEMA. See FDI reporting and FC-GPR |
| Reduced penalties under section 446B | Available | Available while it remains a small company |
Note how often "small company" appears in the right-hand column. A small company is one with paid-up capital of ₹10 crore or less and turnover of ₹100 crore or less, under the threshold notified on 1 December 2025. Most converting OPCs land inside it, which means the compliance step up is smaller than the guides suggest.
What stays the same
The CIN, the PAN, the TAN, the GST registration number, the bank account, the contracts, the employees, the loans and the litigation. It is the same legal person with a different constitution, which is why nothing has to be novated.
When conversion is worth doing, and when it is not
Convert when there is a second person or a rupee that cannot sit inside an OPC.
Good reasons
- A co-founder is joining and needs a shareholding, not a salary
- An investor is coming in, including any non-resident or corporate investor, which an OPC cannot take
- A customer, tender or lender requires a company with more than one shareholder
- You are planning an ESOP pool, which needs a wider shareholder base to be worth designing. See ESOP scheme drafting
- The business is being readied for sale or for a group structure
Weak reasons
- Turnover has crossed ₹2 crore. That has not compelled conversion since 1 April 2021
- Someone said a private limited company "looks bigger". The compliance cost is real and the perception gain usually is not
- You want limited liability. You already have it
If the second person is a partner rather than a shareholder, an LLP may suit better than a private company: see private limited company and LLP registration before you decide.
Government fees for the conversion
Conversion is several filings, not one, so the government cost depends on which of them you need.
| Item | Government fee |
|---|---|
| INC-6, application for conversion | Computed on the MCA portal by your authorised capital. We confirm the exact amount in your quote before filing |
| MGT-14, filing of the resolution | ₹200 to ₹600 by authorised capital; ₹200 for a company without share capital |
| DIR-12, appointment of the second director | ₹200 to ₹600 by authorised capital |
| DIR-3, if the incoming director has no DIN | ₹500 per DIN |
| Stamp duty on a share transfer | 0.015% of the consideration, uniform across India since 1 July 2020 |
| Late filing of MGT-14 or DIR-12 | 2 times to 12 times the normal fee, by delay band |
Every capital-linked fee above keys off authorised capital, not paid-up capital.
Our fee for OPC to private limited conversion
Fee on quote after a free review. The review decides the route: transfer or allotment, one new person or two, and whether creditors' consents will be simple or slow.
| Item | Amount |
|---|---|
| Professional fee: OPC to private limited conversion | Fee on quote after a free review |
| Related work, if you need it: adding the director | ₹999. See add a director |
| Related work, if you need it: the share transfer | ₹2,499. See share transfer |
| Related work, if you need it: increasing authorised capital | ₹1,999. See increase in authorised capital |
| Government fees | As in the table above, at actuals |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 27 September 2026.
What we do
- Review. We read the current memorandum and articles, the register of members and the last filed accounts, and confirm there is nothing outstanding that will block the application.
- Plan the route. Transfer or allotment, who becomes a director, and the order of the filings so nothing is out of sequence.
- Documents. We draft the resolutions, the altered memorandum and articles, the consents, the affidavit and the lists of members and directors.
- Consents. We give you a clean request to send to members and creditors, and chase the ones that matter.
- File. DIR-12, MGT-14 and INC-6 in the right order, with the DSC of the authorised signatory.
- Close the loop. The fresh certificate of incorporation, then the changes to PAN records, GST, bank and licences, with a checklist you can hand to your accountant.
What we need from you
- CIN and the company's MCA login, shared securely
- Current memorandum and articles, and the certificate of incorporation
- Register of members and share certificates issued so far
- Latest audited financial statements
- KYC and DIN of the incoming member and director, or their documents if a DIN is needed
- A list of creditors, with the amounts and whether any charge is registered
- The commercial intent: co-founder, investor, tender or sale, so the drafting matches it
- Any shareholders agreement or term sheet already signed
Five mistakes we see
- Believing conversion is still compulsory. The ₹50 lakh and ₹2 crore triggers went on 1 April 2021.
- Filing INC-6 before the second member is on the register. The member and director numbers have to be met first, and the register has to show it.
- Forgetting the creditors' consent. It is an attachment, and a bank takes its own time.
- Leaving the name change half done. GST, PAN records, bank and invoices all still say "(OPC)" until someone updates them.
- Converting for appearance. An AGM, four board meetings in some cases and a wider filing set are the price. Convert when a person or a rupee requires it.