How to Convert your OPC to a Private Limited Company?

When your business grows, your business entity needs to grow as well. In this article, we will articulate the steps you need to take to convert your OPC to PVT LTD Company in India.

Why the need to convert your One Person Company to a Private Limited Company?

The reasons to convert a One Person Company into a private limited company range from simple ones to the most complex. Let’s take a look into all of them:

  1. Better business management: A One Person Company requires only a single director. He is responsible for handling most upper management functions. However, as the business grows, the functions that need to managed start to grow as well. Converting an OPC into a private limited company.
  2. Better business decisions: When you’re running a business solo, you can’t rely on your decisions to be correct all the time. However, because you don’t have any co-director, you’re forced to make every decision on your own. With a private limited company, you’ll have another director by your side helping you take better business decisions.
  3. More investment: The authorized capital of a One Person Company has a limit set by the Ministry of Corporate Affairs. It puts restrictions on your business ambitions if you want to expand it. On the other hand, there is no maximum limit on the authorized capital of a Private Limited Company.

Steps for the Conversion of OPC to Private Limited Company

Take the following steps in order to convert your one person company into a private limited company.

Inform the Registrar of Companies about your decision

First, inform the Registrar of Companies about your need to convert your OPC into an LLP. In response, he will ask you whether it you’re doing so mandatorily or on a voluntary basis. Your answer will make the Registrar act and grant you permission to start the company conversion procedure.

Find another director for  your company

Conversion to private limited company requires that you find another director for your business entity. Thus, you must first seek a trustworthy individual with whom you can start operating your business. In addition to acting as another decision maker for your company, the second director will also act as a second shareholder, which is another important criteria for a pvt ltd company.

Organize a board meeting

Convene a board meeting with your shareholders to increase the paid-up share capital of your company. It’s only required if you’re going through the conversion process on a mandatory basis. If you’re converting your business entity voluntarily, use the same meeting to pass the board resolution to initiate the conversion process.

Get a No objection Certificate

None of your creditors, including those who provide you operational services, must object to this conversion process. Thus, you must draft a No Objection Certificate and get it signed by all the creditors of your One Person Company.

Draft a new Memorandum of Association

Draft a new MOA adding the details of the new directors, shareholders and the authorized & paid up capital of your company.

Submit the online Company Conversion application form

The form that allows you to convert your business entity online is available at the MCA website. File that application form and wait as the Registrar of Companies Processes it.

Get a new Incorporation Certificate

Once the Registrar of Companies finalizes the conversion, you’ll receive a new incorporation certificate.


Conversion of a OPC to a private limited company can happen either on a mandatory or a voluntary basis. Regardless of the reason, you need to take the aforementioned steps to proceed with the conversion. For more details, you can get in touch with the business consultants.

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