# Convert OPC to Private Limited Company

> Since April 2021, a One Person Company can convert into a private limited company at any time — the old two-year wait and the turnover and capital triggers were removed. The OPC passes a special resolution, increases its members and directors to at least two, alters its MoA and AoA, and files Form INC-6 along with MGT-14. The company keeps its CIN-based identity, assets and contracts.

Practice: Conversions, Changes & Closure — https://www.industax.com/services/business-changes/

Founders convert an OPC when they bring in a co-founder or investor, want to issue ESOPs, or simply want to drop the nominee structure. Because the entity continues, there is no transfer of assets and no capital gains event.

We draft the resolutions and altered articles, arrange the new member's share transfer or allotment, add the second director, and update PAN, GST and bank records with the new name ending in 'Private Limited'.

## Key facts

| Item | Detail |
| --- | --- |
| Timing | Any time — no minimum period since 2021 |
| Requirements | Minimum 2 members and 2 directors |
| Forms | INC-6 with MGT-14 |
| Name | '(OPC) Private Limited' becomes 'Private Limited' |
| Tax | Same entity — no transfer of assets |

## Who needs this

- Solo founders adding a co-founder
- OPCs raising investment
- OPCs planning ESOPs

## What's included

- Special resolution and altered MoA/AoA
- Share transfer or allotment to the new member
- Director appointment
- INC-6, MGT-14 and record updates

## Documents

- Certificate of incorporation and MoA/AoA
- KYC of the new member and director
- Board and shareholder resolutions

## Process

1. **Approve** — Special resolution passed.
2. **Expand** — Second member and director added.
3. **File** — INC-6 and MGT-14 filed; new certificate issued.

## Also covers

- **OPC to public company** — Conversion with 7 members and 3 directors.

## FAQs

### Is OPC conversion mandatory after crossing ₹2 crore turnover?

Not any more. The mandatory conversion triggers (₹50 lakh paid-up capital or ₹2 crore turnover) were removed with effect from 1 April 2021. Conversion is now voluntary.

### Can an OPC convert into a public company?

Yes. An OPC can convert into a private or public company, meeting the minimum member and director requirements of the new form — seven members and three directors for a public company.

### Does the company need a new PAN after conversion?

No. It is the same legal entity, so the PAN stays the same; only the name is updated with the tax department, GST and banks.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/

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This is general information, not advice for your specific facts.