The Conversion of Private Company to OPC (One Person Company)

One Person Company is a new concept of business that is recognized by Companies Act 2013 in comparison to Private Company. One Person Company (OPC), as a name suggest, can be registered with a single person as a member. Only one Director cum shareholder required for the formation of One Person Company. One person company provides more advantages such as Limited Liability, legal Status, and Corporate Identity, Quick Decision Making, Flexible in Management, easy bank operation, reduced taxation burdens.

Conversion of Private Company to OPC (One Person Company)
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Conversion of Private Company to OPC

A One-person company can be easily managed with less compliance to be followed, conversion of Sole Proprietor firm or Partnership or Private Limited Company to One Person Company would benefit most people.

Steps to Convert Pvt Ltd to OPC

Procedure for conversion of the Private company into a One Person Company:

The procedure for conversion of the private company into a One Person Company is regulated by Rule 7 of companies incorporation rules, 2014.

OPC vs Private Limited Company - OPC vs Pvt Ltd Co
OPC vs Private Limited Company – OPC vs Pvt Ltd Co

1. A private company other than a company registered under Section 8 companies Act 2013, who has a share capital of 50 lakhs rupees or those having an average annual turnover is 2 crore rupees during the relevant period, may convert their private company into a one-person company.

2. This Conversion shall be in accordance with Rule 7 of Companies (Incorporation) Rules, 2014.

3. The company shall obtain a NO objection in writing from existing members and creditors when passing a special resolution in the general meeting.

4. The company is required to file Special Resolution passed by shareholders for Conversion of Private Company into One Person Company (OPC) with a concerned Registrar of Companies. Hence, file form MGT.14 within 30 days of the passing of Special Resolution with the concerned Registrar of Companies with the documents.

5. The following documents should be attached along with fees:

  • The directors of the company shall give a declaration by way of an affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, the paid-up share capital company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may be;
  • The list of members and list of creditors;
  • The latest Audited Balance Sheet and the Profit and Loss Account; and
  • The copy of No Objection letter of secured creditors.

6. Concerned Registrar of Companies (ROC) will check the forms and attached documents filed by the Company for Conversion of Private Company into One Person Company (OPC). On being satisfied that Company has complied with prescribed requirements the Registrar of Companies (ROC) shall issue the Certificate to the effect of Conversion of Private Company into One Person Company (OPC).

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3 thoughts on “The Conversion of Private Company to OPC (One Person Company)”

  1. Dear Team,

    We were two directors, And one of the director resigned and has removed his name from the pvt ltd company.

    At present i am the only director and i am told that i cannot add one more director unless he has a digital signature which has been issued to him 1 year back.

    Can i as the only director convert the present pvt ltd to one person company ?

    I am not not able to even close the pvt ltd company and i am not able to file balance sheet etc etc as i am only one director.


  2. Avatar photo
    Ruchi singh

    Hi Pradeep,
    you can call EGM and appoint one more Director in that EGM only, after that you can file DIR-12 i.e appointment of Director

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