Eligibility Criteria

• The OPC must have completed two years from the date of incorporation for voluntary conversion.
  
• Mandatory conversion is required if:
  
  • Paid-up share capital exceeds ₹50 lakh, or
    
  • Annual turnover exceeds ₹2 crore for three consecutive financial years.
    
• The company must be compliant with all ROC filings and statutory obligations.
  
• The member must be ready to induct at least one additional shareholder and director.
  

Structural Changes

• A private limited company must have at least two members and two directors.
  
• The OPC must amend its Memorandum of Association (MoA) and Articles of Association (AoA) to reflect the new structure.
  
• The suffix in the company name must be changed from “(OPC) Private Limited” to “Private Limited”.
  
• The member must ensure that the nominee relationship under the OPC structure is formally terminated.
  
• The company must comply with the minimum capital and shareholder requirements of a private limited company.
  

Documentation Requirements

• Board Resolution approving the conversion and alteration of the MoA and AoA.
  
• Consent from the member to cease OPC status and introduce new shareholders.
  
• Details and identification documents of the new members and directors.
  
• A copy of the altered MoA and AoA, along with a declaration from the directors.
  
• Proof of threshold limit breach, if conversion is mandatory (e.g., financial statements or auditor’s certificate).
  

Filing with the Registrar of Companies (RoC)

• The company must file Form INC-6 with the RoC for conversion.
  
• The form must include:
  
  • Copy of Board Resolution.
    
  • Altered MoA and AoA.
    
  • List of members and directors.
    
  • Declaration of compliance with eligibility conditions.
    
• The RoC verifies the submission and, if satisfied, issues a fresh Certificate of Incorporation.
  
• All details must be updated in the MCA records and company documents.
  

Post-Conversion Compliance

• Update statutory records such as registers of members, directors, and share capital.
  
• Inform banks, vendors, and clients about the new legal identity.
  
• Update PAN, TAN, GST registration, and other licenses with the new name and structure.
  
• Comply with private company requirements like board meetings, auditor appointments, and filings.
  
• The company is now eligible for equity funding, partnership opportunities, and broader expansion.