The list of proposed members and its directors along with consent. Once the above steps are completed, the company needs to file an application (e-Form INC-6) to the concerned ROC along with the following documents: Application for conversion of OPC to Private Limited Company For converting an OPC to a private limited company, there should be at least 2 members and 2 directors.įurthermore, a board resolution should be passed for approving the alteration of the Memorandum of Association (MOA) and Articles of Association (AOA) of the OPC. The OPC should hold a general meeting for passing the resolution of appointment of directors and members for meeting the requirements of the private limited company. The concerned Registrar of Companies (ROC) should first be communicated through the prescribed method that the OPC is now required for converting itself into a private limited company. The following compliances have to be adhered to for converting an OPC into a private limited company: No Objection Certificate (NOC) in written form from the creditors must be obtained for the conversion of OPC to a private limited company. Thus, currently, an OPC can be converted voluntarily into a private limited company by passing a special resolution after increasing the minimum number of members and directors to two. 
The compulsory conversion of OPC upon meeting the criteria of exceeding the minimum paid up capital and average annual turnover was removed in the Budget 2020-21 and subsequently via the Companies (Incorporation) Second Amendment Rules, 2021. The OPC can voluntarily convert itself into any kind of company, including a private limited company at any time without meeting the criteria of paid up share capital and average annual turnover. For converting an OPC into Private Limited Company, the provisions laid down in Section 18 of the Indian Companies Act of 2013, and the Companies (Incorporation) Rules of 2014, in particular, Rule 6, needs to be followed.
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