Rules 6 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 6 lets a One Person Company convert into a private or public company. Rule 7 lets a private company convert into a One Person Company. Rule 7A prints the fine for contravening the One Person Company rules. All three use Form INC-6, and the Registrar issues the certificate after examination.
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024; later notifications substitute forms only). Later amendments should be checked. Founders planning a conversion can start with our OPC to company conversion service.
An OPC may become a private or public company (other than a section 8 company) by altering its memorandum and articles, increasing members and directors and filing Form INC-6. A private company (other than a section 8 company) may become an OPC by a special resolution, written no objection from members and creditors, MGT-14 within thirty days and INC-6. Rule 7A: fine up to five thousand rupees, plus up to five hundred rupees a day after the first.
Rule 6: One Person Company into a private or public company
Rule 6 was substituted by the Companies (Incorporation) Second Amendment Rules, 2021, effective from 1 April 2021, and sub-rules (3) and (4) were substituted again by the Amendment Rules of 19 January 2023. Under the earlier version a One Person Company had to convert on crossing paid-up capital and turnover thresholds; that compulsory-conversion rule is not in the current text and is not described here. Conversion today is the company's choice.
Rule 6(1): alter the memorandum and articles
The company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of section 122 of the Act to give effect to the conversion and make the necessary incidental changes. The cross-reference is printed as shown; read the Act for the procedure it points to.
Rule 6(2): numbers and capital
A One Person Company may be converted into a private or public company, other than a company registered under section 8 of the Act, after:
- increasing the minimum number of members and directors to two or seven members and two or three directors, as the case may be (the rule's own words; the figures that apply to each class depend on the kind of company chosen);
- maintaining the minimum paid-up capital as per the requirements of the Act for that class of company; and
- making due compliance of section 18 of the Act for conversion.
Our section 17 and 18 guide covers the Act's side of conversions.
Rule 6(3) and (4): INC-6 and the certificate
The company files an application in e-Form No. INC-6 for conversion into a private or public company, other than under section 8, along with fees as provided in the Companies (Registration Offices and Fees) Rules, 2014, with the altered e-MOA and e-AOA. The Registrar, on being satisfied that the requirements have been complied with, after examining the latest audited financial statement, approves the form and issues the certificate. The fee amount is not in this rule; see our Rule 12 fee article. For the form itself, see how to file Form INC-27 for conversion, a related conversion form.
Rule 7: private company into a One Person Company
| Sub-rule | Requirement |
|---|---|
| 7(1) | A private company other than a company registered under section 8 of the Act may convert itself into a One Person Company by passing a special resolution in general meeting |
| 7(2) | Before passing the resolution, obtain no objection in writing from members and creditors |
| 7(3) | File a copy of the special resolution with the Registrar within thirty days of passing, in Form No. MGT.14 |
| 7(4) | File e-Form INC-6 with the fee as provided in the Registration Offices and Fees Rules, attaching: (i) altered e-MOA and e-AOA; (ii) a copy of the NOC of every creditor; (iii) an affidavit of directors confirming that all the members of the company have given their consent for conversion |
| 7(5) | On being satisfied that the requirements are complied with, the Registrar issues the certificate |
Sub-rules (4) and (5) were substituted by the Amendment Rules of 19 January 2023. The old paid-up capital and turnover limits for a private company wanting to become an OPC were removed by the 2021 amendment, effective from 1 April 2021; the current rule 7(1) does not state them.
The rule prints no step for reducing the membership; it asks for the members' no objection, their consent confirmed in the directors' affidavit, and the creditors' NOCs. For the OPC's own eligibility conditions, which are not repeated here, read the OPC eligibility under rule 3 post.
Example: Sunrise Packaging Private Limited has two members who have agreed that Rohan will buy out his partner. Before the special resolution, the company collects written no objection from both members and from each creditor. It files a certified copy of the special resolution in MGT-14 within thirty days of passing it, then files INC-6 with the altered e-MOA and e-AOA, each creditor's NOC and the directors' affidavit.
Rule 7A: the penalty
If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which the contravention continues. Rule 7A was inserted by the notification of 1 May 2015. Check the Act's penalty provisions as in force.
The three routes in one table
| Route | Rule | Excluded | Resolution | Form |
|---|---|---|---|---|
| OPC to private company | 6 | Section 8 companies | Alter memorandum and articles by resolution under rule 6(1) | INC-6 |
| OPC to public company | 6 | Section 8 companies | Same | INC-6 |
| Private company to OPC | 7 | Section 8 companies | Special resolution in general meeting | MGT-14 (copy of resolution), then INC-6 |
For the Act's own provisions see section 13, section 14 and the section 17 and 18 guides.
Need help converting an OPC?
A conversion needs the right numbers of members and directors, consents, altered documents and an INC-6 that the Registrar can approve on the first look. TaxClue prepares the documents and files; see our OPC to company conversion page.
Key takeaways
- Rule 6 lets an OPC convert into a private or public company, other than a section 8 company.
- The target needs two or seven members and two or three directors, and the minimum paid-up capital under the Act.
- Rule 7 lets a private company (not section 8) convert into an OPC by special resolution, with NOCs and MGT-14 within thirty days.
- INC-6 goes with altered e-MOA and e-AOA; the Registrar issues the certificate.
- Rule 7A fine: up to five thousand rupees plus up to five hundred rupees a day after the first.
- Fees are in the Registration Offices and Fees Rules.
Read next
- Rule 4: the nominee of a One Person Company
- Rules 37 and 39: converting unlimited and guarantee companies
- How to file Form INC-27 for conversion of a company
- Sections 17 and 18 of the Companies Act, 2013: alteration of memorandum and conversion
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.