Which Registrar approves a conversion filed from Erode?
This is the question a location page on this subject exists to answer, and in 2026 it is a better question than it was, because the map changed.
- Approving officeROC Coimbatore
- Form filede-Form INC-6, under Rule 6(3)
- Map last redrawn16 February 2026, by S.O. 4850(E)
- Where you fileMCA V3 portal. No office visit
What changed on 16 February 2026, and who it affects
MCA notification S.O. 4850(E) dated 23 October 2025 established ten Registrars of Companies with fresh territorial jurisdictions under Section 396. It was to commence on 1 January 2026 and was deferred to 16 February 2026. Five jurisdictions were affected and four of them were split by district, not by state, which is the part checklists get wrong.
The NCT of Delhi became Delhi-I at South Delhi and Delhi-II at Central Delhi. Haryana left the Delhi office altogether for a Registrar of its own at Chandigarh. Uttar Pradesh became UP-I at Kanpur and UP-II at NOIDA, with the NOIDA list covering the western districts including Gautam Buddha Nagar, Ghaziabad, Meerut, Agra and Mathura, while Lucknow, Varanasi, Prayagraj and Gorakhpur stayed with Kanpur. Maharashtra became Mumbai-I, Mumbai-II at Navi Mumbai and a new office at Nagpur, alongside Pune. West Bengal became Kolkata-I for the district of Kolkata and Kolkata-II for the rest of the state.
Existing CINs do not change and pending files transfer with the jurisdiction. What changes is where a new filing goes, and therefore whose queue you are in.
What the office decides, and what it does not
It decides who examines your file, who raises a resubmission query, whose queue sets your five to ten working days of processing, and where notices are issued from. It does not decide the fee, the rule, the documents, the timeline in the Rules or the outcome, all of which are national under the Companies Act, 2013.
It also does not require you to go anywhere. Every form in a conversion is filed on the MCA V3 portal with a Class 3 Digital Signature Certificate, and the fresh certificate of incorporation arrives by email. So an adviser being physically in Erode is not by itself an advantage; knowing the current jurisdiction map and the current text of Rule 6 is.
What is not different in Erode
Almost everything. Saying so plainly is the point of this section, because pages that invent a local price, a local timeline or a local procedure for a central filing are describing something that does not exist.
| Element of the conversion | Is it local? | What actually governs it |
|---|---|---|
| The governing rule | No | Rule 6, Companies (Incorporation) Rules, 2014, with Section 18 |
| The form | No | One form, e-Form INC-6, on the MCA V3 portal |
| The MCA filing fee | No | ₹200 to ₹600 per form on the nominal share capital slab |
| The resolution | No | Section 122(3): an entry in the minutes book, no meeting |
| Minimum directors and members | No | Two of each, under Sections 149(1)(a) and 3(1)(b) |
| MGT-14 and DIR-12 deadlines | No | Thirty days each, under Sections 117(1) and 170(2) |
| Whether you must convert at all | No | You need not. No threshold since 1 April 2021 |
| Which Registrar approves it | Yes | Section 396, and the map redrawn on 16 February 2026 |
| Stamp duty on the altered MOA and AOA | Yes | The Tamil Nadu schedule under the State Stamp Act |
| Professional tax and Shops registrations | Yes | The Tamil Nadu name amendment after the certificate |
The threshold that a lot of people in Erode are still being told about
The ₹50 lakh paid-up capital ceiling, the ₹2 crore average annual turnover ceiling, the six-month deadline, the ₹10,000 plus ₹1,000 a day penalty and Form INC-5 all lived in the old Rule 6. That rule was substituted in full by the Companies (Incorporation) Second Amendment Rules, 2021, notified as G.S.R. 91(E) on 1 February 2021 and in force from 1 April 2021, and Rule 3(7)'s two-year lock on voluntary conversion was omitted at the same time.
So an OPC in Erode can grow to any size and remain an OPC, can convert in its first week if it wants to, and faces no penalty either way. The right reason to convert is that something on the other side of the one-member ceiling is waiting: a funding round, a co-founder on equity, an ESOP pool, a client or lender that will not onboard a single-member company, or a holding structure that Rule 3(6) currently forbids an OPC to own.
What does Tamil Nadu stamp on the altered MOA and AOA?
Rule 6(3) requires the altered memorandum and articles to be filed with Form INC-6. They are instruments, and stamp duty on an instrument is a State subject, which is why this is the second and last genuinely local number in the whole conversion.
| Instrument | Tamil Nadu schedule | Who charges it |
|---|---|---|
| Memorandum of association | ₹200 | Tamil Nadu, under the applicable State Stamp Act |
| Articles of association | ₹500 | Tamil Nadu, where the rate may follow authorised capital |
| Form INC-6 filing fee | ₹200 to ₹600 | MCA, on the nominal share capital slab. National |
| Form MGT-14 filing fee | ₹200 to ₹600 | MCA, same slab. National |
| Form DIR-12 filing fee | ₹200 to ₹600 | MCA, same slab. National |
Read that table carefully, because it is an indicator and not a quotation
The figures above are the Tamil Nadu schedule for a company's memorandum and articles as charged when a company is first registered, at ₹1 lakh authorised capital. They are the closest published indicator of what an alteration filed with a conversion will attract, and they are the right order of magnitude, but a State Stamp Act may treat an alteration differently from a first registration, and the articles rate in several states follows authorised capital rather than being flat.
So we confirm the exact charge against the current Tamil Nadu schedule before filing and quote it as its own line at actuals. What we will not do is fold a guess into a headline price, which is how a conversion quoted at one number ends up billed at another. You can also model it yourself with our Stamp Duty Calculator.
One more local charge, and it only arises if you choose a transfer
The second member takes their share either by fresh allotment, which brings money into the company and is reported in Form PAS-3, or by transfer of an existing share from you, which does not. If you choose the transfer, the Form SH-4 deed is itself an instrument and carries duty at 0.015 per cent of consideration under Article 62 of Schedule I to the Indian Stamp Act, 1899.
On a token one-share transfer that is a rounding error. On a genuine sale of a meaningful stake to an incoming co-founder it is not, and it is worth comparing against an allotment before the paperwork is drawn, because the two routes have different effects on your holding and on where the money ends up.
What actually stops a conversion, in Erode or anywhere
Neither of the two real blockers is local, and both are visible before a rupee is spent. This is the check we run first, and it is the reason a conversion clears in three weeks rather than bouncing twice.
- The AOC-4 backlog. Rule 6(4), as substituted with effect from 23 January 2023, requires the Registrar to approve Form INC-6 after examining the latest audited financial statement. If the last completed financial year is unfiled there is nothing to examine, and the form does not clear.
- A deactivated DIN. An OPC usually has one director. If that DIN has lapsed for want of DIR-3 KYC, nobody can sign the DIR-12 that would bring in a second director. Reactivation takes about a week, and it has to happen first.
- A Section 164(2) disqualification. Three continuous financial years without filing annual returns or financial statements disqualifies a director for five years, and filing later does not lift it. In a one-director company that is a stop, not a delay.
- Articles that were never redrafted. The commonest resubmission query is articles still carrying the OPC nominee provisions, or a members clause that contradicts the proposed member list. Rule 6(3) requires e-MOA and e-AOA, not a scanned PDF.
- A registered office that moved without an INC-22. The address on the MCA record is what routes the form to a Registrar. If your actual office in Erode is not the recorded one, fix that before the conversion rather than during it.
- No second person, in substance. Two directors under Section 149(1)(a) and two members under Section 3(1)(b) are hard minimums. Decide who, and on what terms, before drafting, because Section 174(1) will then require both directors for every board quorum.
We will confirm your Registrar and both blockers before you pay
Which office approves a Form INC-6 filed from Erode, whether Rule 6(4) will let you convert today, and what Tamil Nadu will stamp. Free, in writing, before there is any engagement.
How we convert an OPC in Erode
Seven stages, and the first two are where a conversion is won or lost. Everything after them is drafting and filing that runs on a national clock.
Confirm the Registrar from your master data
A Form INC-6 filed from Erode is approved by the ROC Coimbatore, the Registrar appointed under Section 396 of the Companies Act, 2013 for the place where your registered office sits. We read it off the MCA record rather than off a list, because S.O. 4850(E) redrew five jurisdictions on 16 February 2026 and a great deal of published guidance still names the old offices.
Run the Rule 6(4) and DIN checks
Your AOC-4 and MGT-7A history against the requirement that the Registrar examine the latest audited financial statement, and the sole director's DIN for a DIR-3 KYC lapse or a Section 164(2) disqualification. If either is a problem we quantify it before you commit, rather than discovering it at resubmission.
Bring in the second director
DSC and, where needed, a DIN. Consent in Form DIR-2, the appointment resolved by an entry in the minutes book under Section 122(4), and Form DIR-12 filed within thirty days as Section 170(2) requires. This happens while the company is still an OPC, which Section 149(1) expressly allows.
Redraft and stamp the memorandum and articles
The nominee provisions come out, the members clause changes, the One Person Company wording leaves the name clause, and the object clause is reviewed while the document is open. Filed as altered e-MOA and e-AOA per Rule 6(3), stamped at the Tamil Nadu rate.
Pass and register the resolution
The member communicates the resolution to the company and it is entered in the minutes book kept under Section 118, signed and dated. Section 122(3) deems that the date of the meeting, and Form MGT-14 follows within thirty days under Section 117(1). No general meeting, no notice period.
File Form INC-6 and follow it through
Filed on the MCA V3 portal with the fee on the nominal share capital slab, to the ROC Coimbatore. We answer resubmission queries directly and follow the file until the Registrar closes the former registration under Section 18(2) and issues the fresh certificate of incorporation with a reissued CIN.
Move the share and start the rename
The second member takes their share by transfer on Form SH-4 or by allotment in Form PAS-3, and the register of members under Section 88 is written up. Then GST REG-14 within fifteen days, the PAN record, the bank mandate, EPFO and ESIC, your Tamil Nadu professional tax and Shops and Establishments registrations, and the name board under Section 12(3)(a).
Guides and resources
Longer reading on the same subject, including the 2026 Registrar jurisdiction changes, the step-by-step conversion guide and what the private company compliance calendar looks like once you are on it.
OPC conversion in Erode: questions we are actually asked
Drawn from real search queries, from the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 as they stand after the 2021 and 2023 amendments, and from the conversions we file every week.
One form, one resolution, two people. We will tell you if you even need it
A free check for founders in Erode: whether the one-member ceiling is costing you anything, which Registrar approves the file, and what it will cost with the Tamil Nadu stamp duty stated separately.
Nebin Binoy 
