OPC to Private Limited Conversion in Chandausi
CA/CS-managed conversion of your One Person Company into a Private Limited Company, handled end to end — inducting a second member and director, altering the MOA/AOA, passing the board and special resolution and filing Form INC-6 with the ROC. 100% online, at a fixed fee quoted upfront with zero hidden charges.
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OPC to Private Limited Conversion in Chandausi
RoC Kanpur — 10/497, Khalasi Line, Kanpur – 208001
Allahabad High Court
09 (Uttar Pradesh)
Uttar Pradesh does not levy Professional Tax.
Grain & Oil Mandi, Railway Junction, Sambhal Belt
Chandausi is a Rohilkhand grain, oil-mill, and railway-junction trade town in Sambhal district.
What Is OPC to Private Limited Conversion?
A quick, plain-language explanation before the details.
Converting an OPC to a Private Limited Company changes your single-member company into a company with at least two shareholders and two directors, giving it room to add owners, appoint a board and raise equity.
Under Section 18 of the Companies Act, 2013 and Rules 6 and 7 of the Companies (Incorporation) Rules, 2014, a One Person Company may convert into a Private (or Public) Limited Company by altering its Memorandum and Articles of Association, increasing members and directors to the statutory minimum, and filing Form INC-6 with the Registrar of Companies.
Administered by the Ministry of Corporate Affairs (MCA) through the Registrar of Companies (ROC), via the MCA21 V3 portal using Form INC-6.
Once converted, the company continues as a Private Limited Company with a fresh certificate of incorporation — permanent until wound up or struck off, subject to normal ROC and income-tax compliance.
Quick Facts
Is This Service Right for You?
Ideal for
- OPCs that have crossed ₹50 lakh paid-up capital (mandatory conversion)
- OPCs whose average annual turnover has crossed ₹2 crore (mandatory)
- Single founders who now want to bring in a co-founder or partner
- OPCs preparing to raise equity from investors or angels
- Founders wanting a board with more than one director
- OPCs that have outgrown the single-member structure
You may need this if
- Your OPC’s paid-up capital has exceeded ₹50 lakh
- Your OPC’s average annual turnover has exceeded ₹2 crore
- You want to add a second shareholder to the company
- You need to appoint a second (or more) director
- You plan to raise equity funding that an OPC cannot support
- You want to remove the OPC-specific restrictions on your business
Not sure if you need this?
Talk to an Expert →Why Convert an OPC to a Private Limited Company?
Conversion may be legally required once your OPC crosses certain thresholds, or a strategic choice as your business grows. Here is why it matters.
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01
Mandatory Above Thresholds
Conversion is compulsory once paid-up capital exceeds ₹50 lakh or average annual turnover exceeds ₹2 crore. Converting on time keeps the company compliant with the Companies Act, 2013.
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02
Bring In Co-Owners
A Private Limited Company can have 2 to 200 shareholders, so you can induct co-founders, family members or investors as members — something an OPC cannot do.
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03
Raise Equity Funding
VCs, angels and institutional investors fund Private Limited Companies, not OPCs. Conversion opens the door to equity investment and ESOPs.
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04
Build a Board
A Private Limited Company can appoint multiple directors and constitute a proper board, improving governance beyond the single-director OPC model.
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05
Remove OPC Restrictions
OPC-specific restrictions — such as the single-member cap and nominee requirement — no longer apply once you convert to a Private Limited Company.
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06
Retain Limited Liability
Conversion preserves the separate legal identity and limited-liability protection your company already enjoys, while expanding what it can do.
Simple, Transparent Pricing
Custom quote for your case
Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.
Who Can Apply?
Eligibility checklist
- The company must be an existing registered One Person Company
- Members must be increased to a minimum of 2 (maximum 200)
- Directors must be increased to a minimum of 2, with a valid DIN each
- The Memorandum and Articles of Association must be altered to those of a private company
- A board resolution and a special resolution approving the conversion must be passed
- Consent and (where applicable) NOC from the incoming member and existing creditors
Everything You Need. One Professional Team.
Consultation
Assess whether conversion is mandatory (capital/turnover thresholds) or voluntary, and confirm the target structure.
Second Member & Director
Induct a new shareholder and appoint the additional director, arranging DIN/DSC where needed.
MOA & AOA Alteration
Redraft the Memorandum and Articles to those of a Private Limited Company.
Board Resolution
Prepare and pass the board resolution approving the conversion.
Special Resolution
Prepare the special resolution and, where required, file Form MGT-14 with the ROC.
Form INC-6 Filing
File Form INC-6 with the Registrar along with the altered MOA/AOA and required attachments.
Follow-up
Track the SRN and respond to any MCA resubmission or query on your behalf.
Fresh Certificate
Hand over the new certificate of incorporation reflecting the Private Limited Company status.
What You’ll Receive
What Documents Are Required to Convert an OPC to a Private Limited Company?
Requirements are grouped by existing company records, the incoming member/director and the registered office. Keep clear scans (PDF/JPG) ready — everything is collected securely online.
Company & Existing Records
Of the existing OPC- Certificate of Incorporation of the OPC
- Existing Memorandum & Articles of Association
- Latest audited financial statements
- Board & members’ resolutions for conversion
- List of members and directors
Incoming Member / Director
For the new shareholder & director- PAN card of the incoming member / director
- Aadhaar / passport / voter ID (identity proof)
- Latest bank statement or utility bill (address proof, within 2 months)
- Passport-size photograph
- Consent to act as director (Form DIR-2) & DSC
Registered Office
Address of the company- Latest electricity / utility bill of the premises (within 2 months)
- Rent agreement (if rented)
- No-Objection Certificate (NOC) from the property owner
- Property-tax receipt or ownership deed (if owned)
Second member & director needed
A Private Limited Company needs a minimum of 2 members and 2 directors. You must induct at least one new shareholder and appoint an additional director before conversion.
Mandatory vs voluntary
Conversion is compulsory once paid-up capital exceeds ₹50 lakh or average annual turnover exceeds ₹2 crore. Below those, you may convert voluntarily at any time.
DSC & DIN for the new director
The incoming director needs a Class-3 Digital Signature Certificate and a DIN. We arrange these as part of the process where required.
Special resolution required
Conversion must be approved by a special resolution, and the altered MOA/AOA filed with Form INC-6. Where applicable, Form MGT-14 is filed for the resolution.
Don’t have all the documents?
We’ll identify what your case needs →How to Convert an OPC to a Private Limited Company (Step by Step)
The entire conversion happens online through the MCA21 V3 portal using Form INC-6.
Consultation & eligibility
Confirm whether conversion is mandatory (capital above ₹50 lakh or turnover above ₹2 crore) or voluntary, and plan the new shareholding and board.
Induct member & director
Add at least one new shareholder and appoint a second director, arranging DIN and DSC where needed.
Board resolution & MOA/AOA
Pass a board resolution approving the conversion and alter the Memorandum and Articles to those of a Private Limited Company.
Special resolution
Pass the special resolution in a members’ meeting and file Form MGT-14 with the ROC where required.
File Form INC-6
File Form INC-6 with the Registrar along with the altered MOA/AOA, resolutions and supporting documents.
Fresh certificate issued
On approval, the ROC issues a fresh certificate of incorporation and the company becomes a Private Limited Company.
How Long Does OPC to Private Limited Conversion Take?
| Stage | Expected Time |
|---|---|
| Member/director induction + DSC & DIN | 3–5 working days |
| MOA/AOA alteration + board & special resolution | 3–7 working days |
| Form INC-6 filing + ROC approval & fresh certificate | 7–15 working days |
Typical end-to-end conversion depends on how quickly the incoming member/director documents are ready, board and members’ meetings are held, and the ROC processes Form INC-6. Resubmission queries can extend the timeline until they are resolved.
Key Dates — At a Glance
| Frequency | What Is Due |
|---|---|
| Immediately After | Update PAN/TAN and bank records to the new name · Update GST and other registrations · Intimate stakeholders of the conversion |
| Annually | AGM within 6 months of FY end · AOC-4 (financial statements) with ROC · MGT-7 (annual return) with ROC · Company income-tax return |
| Ongoing / Yearly | DIR-3 KYC of all directors by 30 September · Statutory audit of accounts · Minimum board meetings & statutory registers |
| Event-Based | BEN-2 for significant beneficial owners (within 90 days) · Changes in directors / capital / office filed with ROC · Maintain minimum 2 members & 2 directors |
Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.
Doing It Yourself vs TaxClue
Doing It Yourself
- Work out whether conversion is mandatory or optional yourself
- Find and onboard a compliant second member and director
- Obtain DSC and DIN for the incoming director
- Redraft the MOA/AOA into private-company form correctly
- Draft and pass the board and special resolutions
- File Form INC-6 (and MGT-14) without resubmission errors
- Risk delays, rejection and re-filing fees
With TaxClue
- Expert confirms if conversion is mandatory or voluntary
- Guidance on inducting the new member and director
- DSC & DIN arranged for the incoming director
- MOA/AOA redrafted correctly the first time
- Board and special resolutions drafted for you
- Form INC-6 (and MGT-14) prepared and reviewed before filing
- MCA queries answered — higher first-time approval
Skip the guesswork.
Let an expert handle it →Common Mistakes That Delay Your Application
TaxClue reviews your documents before filing to reduce avoidable errors.
What Compliance Applies After Conversion?
Immediately After
- Update PAN/TAN and bank records to the new name
- Update GST and other registrations
- Intimate stakeholders of the conversion
Annually
- AGM within 6 months of FY end
- AOC-4 (financial statements) with ROC
- MGT-7 (annual return) with ROC
- Company income-tax return
Ongoing / Yearly
- DIR-3 KYC of all directors by 30 September
- Statutory audit of accounts
- Minimum board meetings & statutory registers
Event-Based
- BEN-2 for significant beneficial owners (within 90 days)
- Changes in directors / capital / office filed with ROC
- Maintain minimum 2 members & 2 directors
Penalties & Consequences
What is at stake if you do not comply
- Filing INC-6 without inducting a second member and director gets the conversion rejected.
- Passing an ordinary resolution instead of the required special resolution fails the conversion.
- Missing the mandatory-conversion trigger (capital above ₹50 lakh or turnover above ₹2 crore) breaches the Act.
- Not filing MGT-14 for the special resolution where required stalls the INC-6 approval.
- Overdue ROC or income-tax filings block the conversion until they are cleared.
Regulatory Updates 2025–26
- 2025: All conversion, strike-off and LLP-change forms are now filed on the MCA V3 portal; the legacy V2 portal has been retired.
- 2025: DIR-3 KYC of every director/DIN holder is due by 30 September each year; a lapsed DIN attracts a ₹5,000 reactivation fee.
Why Businesses Choose TaxClue
CA / CS Team
Qualified Chartered Accountants and Company Secretaries handle your conversion end to end.
End-to-End
From eligibility check to the fresh certificate of incorporation — fully managed, minimal effort from you.
Fast Turnaround
Committed timelines with proactive status updates at every stage.
100% Online
Everything over WhatsApp / email — no office visits required.
Transparent Fees
A fixed fee quoted upfront — ₹0 hidden professional charges.
Post-Service Support
Guidance on your first post-conversion compliance steps.
Your Documents Deserve Professional Care
- Documents handled by professionals under confidentiality
- Access limited to the team working on your file
- Communication over secure digital channels
- Documents retained only as long as needed for compliance
Frequently Asked Questions
When is it mandatory to convert an OPC to a Private Limited Company?
Can an OPC be converted voluntarily?
Which law governs OPC to Private Limited conversion?
How many members and directors are needed after conversion?
Which form is filed for the conversion?
Do I need to alter the MOA and AOA?
What resolutions are required for conversion?
Does the company get a new certificate of incorporation?
Does the company retain its identity and assets after conversion?
How long does the conversion take?
Can NRIs or foreign nationals join as members during conversion?
What compliance applies after conversion?
How do I convert my OPC into a private limited company step by step?
How long does it take to convert an OPC to a Private Limited Company?
Can an OPC be directly converted into a public limited company?
What is the difference between voluntary and mandatory OPC conversion?
Does the OPC keep its PAN and CIN after converting to a private company?
Official Sources & Legal References
Every regulatory detail on this page — thresholds, sections and forms — is drawn from primary law and official government sources. Verify them directly:
- MCA — Ministry of Corporate AffairsOfficial portal to file Form INC-6 and track the conversion
- Companies Act, 2013 — Section 18Conversion of companies already registered · India Code
- Companies (Incorporation) Rules, 2014 — Rule 6 & 7Conversion of OPC to a private / public company
- MCA — Company e-forms (INC-6 & MGT-14)Download the conversion and resolution forms
Related Guides
OPC to Private / Public Conversion
Read guide ArticlePrivate Company to OPC
Read guide ArticlePrivate to Public Company
Read guide ArticleIncrease Authorised Capital
Read guide ArticlePost-Incorporation Compliance
Read guide ArticleStamp Duty on MOA & AOA
Read guide ArticleMCA Waiver of Additional Fees
Read guideOPC to Private Limited Conversion Resources — All Free
Convert Your OPC to a Private Limited Company
Expert-managed conversion under Section 18 — second member & director, MOA/AOA alteration, board & special resolution and Form INC-6 filing, end to end. Free consultation, fixed fee quoted upfront, zero hidden charges.