Understanding Banking and Finance Law

How to Convert Your Private Company into a One Person Company (OPC)

In recent years, the concept of a One Person Company (OPC) has gained significant popularity as an attractive option for small businesses and entrepreneurs in many countries, including India. An OPC is a type of company structure that allows a single individual to own and manage a company, providing limited liability and other benefits similar to a private limited company. If you already have a private company and are considering converting it into an OPC, here’s what you need to know.

Why Convert to OPC?

There are several reasons why business owners may consider converting their private company into an OPC. One key advantage is that an OPC offers limited liability protection to the sole owner, which means their personal assets are not at risk in case of business debts or legal liabilities. This can provide peace of mind and protect the owner’s personal finances.

Additionally, an OPC has a separate legal identity, which means it can enter into contracts, sue or be sued, and carry out business activities independently, just like a private limited company. This can enhance the credibility and image of the business, especially when dealing with clients, suppliers, and investors.

Another significant benefit of converting to an OPC is that it eliminates the requirement of having a minimum of two directors and members, which is mandatory for a private limited company. This makes OPC an attractive option for solo entrepreneurs who want to have complete control and decision-making authority over their business.

Process of Conversion

The process of converting a private company into an OPC involves several steps and compliances that need to be followed. Here’s an overview of the key steps involved:

  1. Obtaining Consent: Before initiating the conversion process, the sole owner of the private company needs to obtain consent from all the shareholders and directors of the company. This consent is required in writing and must be filed with the Registrar of Companies (ROC).
  2. Nomination of Nominee Director: As per the OPC regulations, an OPC must have a nominee director who can act as a director in case the sole owner becomes incapacitated or unavailable. The sole owner needs to nominate a person as a nominee director and file the relevant forms with the ROC.
  3. Altering Memorandum and Articles of Association: The Memorandum and Articles of Association of the private company need to be altered to reflect the new OPC structure. This includes changing the name of the company to include the words “One Person Company” and updating other relevant details.
  4. Obtaining Digital Signature Certificate (DSC) and Director Identification Number (DIN): The sole owner needs to obtain a DSC and DIN, which are mandatory for filing forms with the ROC for conversion.
  5. Filing Forms with ROC: The owner needs to file the necessary forms, including Form INC-5 for obtaining approval from the ROC for conversion, and Form INC-6 for making the necessary changes in the Memorandum and Articles of Association.
  6. Issuing Share Certificate: Once the conversion is approved, the owner needs to issue a share certificate to themselves as the sole shareholder of the OPC.
  7. Updating Registrations and Licenses: Finally, the owner needs to update the registrations, licenses, and permits of the company with the relevant authorities, such as the Goods and Services Tax (GST) registration, employee provident fund registration, and others, to reflect the new OPC structure.


conversion of private limited company to OPC can be a strategic move for small businesses and entrepreneurs who want limited liability protection, complete control over their business, and enhanced credibility. However, it involves several legal and regulatory compliances that need to be followed meticulously. It’s essential to seek professional advice and ensure proper documentation and filings to ensure a smooth and compliant conversion process.


Leave a Reply

Your email address will not be published. Required fields are marked *