OPC to Private Limited Conversion
Voluntary, or compulsory once you cross the thresholds.
An OPC must convert into a private limited company once its paid-up capital exceeds ₹50 lakh or its average annual turnover over three consecutive years exceeds ₹2 crore. The obligation is on the company and the timeline is short — INC-5 within sixty days of crossing.
Voluntary conversion is available at any time since the 2021 amendment removed the earlier two-year waiting period, and is the usual route when a second shareholder is joining or an investor is coming in.
Conversion means at least two directors and two shareholders, altered articles, and the nominee arrangement falling away.
What is included
- Threshold assessment and the INC-5 notice where compulsory
- Board and member resolutions, altered MOA and AOA
- INC-6 conversion application and MGT-14
- Fresh certificate of incorporation
What we need from you
- Certificate of incorporation and current MOA/AOA
- Latest audited financial statements
- Consent of the incoming shareholder and director
- Board and special resolutions
Questions
When must an OPC convert to a private limited company?
Within six months of paid-up capital exceeding ₹50 lakh or average turnover over three consecutive years exceeding ₹2 crore, with notice to the Registrar in INC-5 within sixty days of crossing the threshold.
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Get started with OPC to Private Limited Conversion
Tell us a little about the business and a chartered accountant will call you back. You will get a firm quote before any work begins.
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- A firm quote before any work begins
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