Need to convert from One Person Company To Private Company?

One Person Company To Private Company Conversion Starting at Just Rs.12,499/- (Inclusive of all Govt. Fees).

Conversion of One Person Company

Conversion of One Person Company to Private Limited Company is mandatorily required under the Companies Act, 2013. Mandatory conversion of One Person Company to Private Limited Company is required in case an One Person Company meets certain parameters a) effective date of increase in the paid-up share capital of a One Person Capital beyond rupees fifty lakhs and/or b) increase of average annual turnover during the period of immediately preceding three consecutive financial years is beyond rupees two crores. In either of the above case, the One Person Company shall be mandatorily required to convert itself into either a private or a public company within a period of six months. In this article, we look at the procedure for conversion of one Person Company into a private limited company or limited company.


The Introduction of One Person Company into the legal system is a move that would encourage the entrepreneurs enters into corporate world. This will not only enable individual capabilities to contribute economic growth, but also generate employment opportunity. OPC of sole-proprietor and company form of business has been provided with concessional /relaxed requirements under the Companies Act, 2013.

The concept of OPC is still in its nascent stages in India and would require some more time to mature and to be fully accepted by the business world. With passage of time, the OPC mode of business organization is all set to become the most preferred form of business organization especially for small entrepreneurs.

One most important feature of OPC is that the risks mitigated are limited to the extent of the value of shares held by such person in the company.

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Steps to be taken for conversion of One Person Company

A One Person Company can be converted into a Private Limited Company both voluntarily before meeting any of the above criteria or mandatorily after meeting the above mentioned criteria. In case a One Person Company does not take steps for conversion when it is mandatorily required within the prescribed time, the One Person Company or any Officer of the One Person Company shall be punishable with a fine which may extend to rupees five thousand and with a further fine which may extend to rupees five hundred for every day after the first day during which such inaction continues.

The concerned Registrar of Companies must first be intimated through the prescribed methodology that the One Person Company is now required to convert itself into a private limited company or a limited company by virtue of its paid-up share capital or average annual turnover, having exceeded the threshold limit.

The shareholders of the One Person Company must hold a General Meeting and pass the relevant resolution for increasing the paid-up capital (if required), number of shareholders, and appointment of director(s) to meet the requirements of a Private Limited Company or Limited Company.

Once the above steps are completed, the One Person Company can make an application in the prescribed format to the concerned Registrar of Companies for conversion of one Person Company to private limited company or limited company. Once, the Registrar has verified and approved the application and the associated supporting documents, the Registrar would issue a fresh certificate of incorporation – converting the one person company into a private limited company or limited company.


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