What we do
Our work in this practice group is structured around the records, deadlines, and decisions involved:
- Elimination of Dummy Directors: Operates with 100% legal ownership and control in the hands of a single promoter without needing placeholder directors.
- Drastic Compliance Reduction: Exempt from mandatory Annual General Meetings (Section 96) and complex board committee rules.
- Simplified Board Meeting Mandates: Required to hold only 1 board meeting in each half of a calendar year with a gap of at least 90 days.
- Reduced Financial Reporting Burdens: Exempt from preparing Cash Flow Statements under Section 2(40) for qualifying entities.
- Lower Secretarial & Audit Costs: Significant ongoing recurring savings in statutory compliance and MCA filing costs.
- Unbroken Corporate Legal Identity: Company retains its existing PAN, GSTIN, bank credit lines, intellectual property, and goodwill.
- Complete Liability Protection: Retains corporate limited liability protection shielding personal promoter assets.
How the engagement works
Under Section 18 of the Companies Act, 2013 read with Rule 7 of the Companies (Incorporation) Rules, 2014, a private company may be converted into an OPC by passing a special resolution in general meeting. Before passing such resolution, the company must obtain No Objection in writing from existing members and creditors. The company must file e-Form MGT-14 within 30 days and e-Form INC-6 with the ROC within 30 days of the resolution along with altered MOA/AOA, creditor NOCs, nominee consent in Form INC-3, and an affidavit by directors confirming that all members and creditors gave their consent.
Scenario 1: A co-founder exits or sells all shares to the remaining founder, leaving a single individual owner who wants sole corporate authority.
Scenario 2: A family business consolidates multi-generation private company shares into the hands of a single managing family successor.
Scenario 3: A private company scales down operations and wants to eliminate recurring compliance overheads of multi-member corporate governance.
Scenario 4: An entrepreneur who used a nominal relative as a second shareholder wants to convert to an OPC to streamline future decision-making.
Scenario 5: Corporate restructuring within a holding structure to simplify a dormant or single-asset holding company into an OPC.
Eligibility & Capital Structure Review
We examine shareholding registers and verify share transfer execution to consolidate all equity into the single incoming sole member.
Creditor & Banker NOC Coordination
We prepare formal NOC drafts and coordinate written consent letters from all secured and unsecured creditors of the company.
Nominee Documentation (Form INC-3)
We obtain identity, address proofs, and statutory consent in Form INC-3 from the designated nominee and alternate member.
General Meeting & Special Resolution
We draft the EGM notice, explanatory statement, and unanimous special resolution approving conversion into an OPC.
Form MGT-14 & Form INC-6 Filing
We file Form MGT-14 for the Special Resolution and Form INC-6 on the MCA portal with altered MOA, AOA, and director affidavits.
ROC Scrutiny & Fresh Certificate Delivery
We track the application through ROC scrutiny and deliver the fresh Certificate of Incorporation confirming One Person Company status.
Step-by-step process
Step 1: Creditor NOC & Nominee Consent
Obtain written No Objection Certificates from all creditors and execute nominee consent in Form INC-3.
Step 2: Board Meeting & EGM Notice
Hold board meeting to approve conversion, approve draft altered MOA/AOA, and convene EGM.
Step 3: Unanimous Special Resolution
Conduct EGM to pass the unanimous Special Resolution approving conversion to OPC and adopting new charter documents.
Step 4: MGT-14 & INC-6 MCA Filings
File Form MGT-14 and Form INC-6 with the ROC within 30 days of the resolution, attaching all mandatory affidavits and consents.
Step 5: Fresh Certificate of Incorporation
ROC registers the conversion and issues a fresh Certificate of Incorporation indicating OPC status.
Key deliverables & outputs
General questions
01What is the governing section and key form for Private Company to OPC conversion?
The conversion is governed by Section 18 of the Companies Act, 2013 read with Rule 7 of the Companies (Incorporation) Rules, 2014. The key forms filed are Form MGT-14 and Form INC-6.
02Is consent of all creditors mandatory for converting to an OPC?
Yes. Rule 7 strictly requires obtaining written No Objection Certificates (NOCs) from all creditors and banks before the conversion resolution can be passed.
03Who can be appointed as a Nominee in an OPC?
The nominee must be a natural person who is an Indian citizen (resident or non-resident). A person cannot be a member or nominee in more than one OPC at the same time.
04Can a company convert to an OPC if it has multiple shareholders?
No. Prior to conversion, all outstanding shares must be transferred or bought out such that only a single individual remains as the sole legal shareholder.
05What are the main compliance benefits of converting to an OPC?
An OPC is exempt from holding AGMs, preparing cash flow statements (if eligible), and is required to hold only 2 board meetings a year. Secretarial and statutory filing requirements are significantly reduced.
06Does conversion into an OPC affect the company’s PAN or GSTIN?
The PAN and GST numbers remain identical because the underlying legal corporate entity continues uninterrupted. Only the registered legal name is amended by adding "(OPC)".
07How long does the Private to OPC conversion take?
The process typically takes 3 to 4 weeks, largely dependent on how quickly creditor and banking NOCs are collected and ROC scrutiny is completed.