A One Person Company has only one shareholder, while a Private Limited Company can have up to 200. An OPC can voluntarily convert into a Private Limited Company, but must first have 2 directors and 2 members — and the ROC must be notified of the voluntary conversion in Form INC-5 within 60 days.
Procedure for Conversion
- 1
Passing the Resolution
A general meeting is held to pass a resolution meeting Private Limited Company requirements, and a board resolution amends the existing MoA and AoA.
- 2
Intimating the ROC
The OPC notifies the Registrar of Companies that it is converting into a Private Limited Company.
- 3
Filing of Application
Within 30 days of the special resolution, file it with the ROC in Form INC-6.
- 4
New Certificate of Incorporation
After verification, the ROC approves the application and the OPC is re-incorporated as a Private Limited Company.
Frequently Asked Questions
How many directors are required for this conversion?
The OPC needs 2 directors and 2 members to convert into a Private Limited Company.
Is altering the MoA and AoA essential?
Yes — whether the conversion is voluntary or mandatory, both the MoA and AoA require amendment.
What are the main benefits of this conversion?
Easier fundraising, limited liability for owners, a separate legal existence, and encouragement for entrepreneurs entering the corporate world.
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