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Ready to Convert Your Pvt Ltd to OPC in Kolkata Today?
Simplify your company structure with single-member OPC conversion. Expert CA/CS files Form INC-6 from ₹5,999. Completed in 15 to 30 working days.
Simple Process
Here's How It Works
01
Fill the Form
Share your basic details through the form.
02
Call to discuss
A dedicated expert will call to understand your requirements.
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Convert Your Pvt Ltd to One Person Company in Kolkata
End-to-end professional assistance with Pvt Ltd to OPC conversion under Section 18 of the Companies Act, 2013.
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Pvt Ltd to OPC Conversion Package in Kolkata 2026
From ₹5,999 one-time professional fee
Complete within 9 days
Quick 9-day delivery Satisfaction assured
Eligibility Verification Under Rule 7(4)
Share Consolidation Assistance
Board and Special Resolution Drafting
Form MGT-14 Filing with RoC
MOA and AOA Alteration for OPC
Nominee Appointment (Form INC-3)
Form INC-6 Filing with CA/CS Certification
New Certificate of Incorporation
GST Amendment Guidance
Post-Conversion Compliance Setup
*Statutory charges applicable as per government norms
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An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
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Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
Private Limited to OPC Conversion in Kolkata: Complete Guide 2026
Private Limited to OPC conversion in Kolkata is the legal process under Section 18 of the Companies Act, 2013, of transforming a multi-member Private Limited Company into a single-member One Person Company by filing Form INC-6 with the Registrar of Companies. It is governed by Rule 7(4) of the Companies (Incorporation) Rules, 2014. A One Person Company (OPC) is a company structure that allows a single natural person who is an Indian citizen and resident to hold 100% ownership with limited liability protection and a mandatory nominee.
This page covers Pvt Ltd to OPC conversion in Kolkata under Section 18 of the Companies Act, 2013, including eligibility under Rule 7(4), step-by-step process, documents, cost breakdown, tax implications, restrictions, and post-conversion compliance. For the reverse conversion, see OPC to Pvt Ltd conversion in Kolkata.
Solo founders who started with a co-founder but now operate alone frequently choose this conversion. Common triggers include a co-founder exit, a decision to reduce compliance overhead, or a strategic shift toward single-member control. The conversion preserves the company's CIN, PAN, TAN, GST registration, bank accounts, contracts, and licences.
In Kolkata, India, company conversion filings are processed by the Registrar of Companies (RoC), India. Stamp duty on altered MOA and AOA follows the India Stamp Act schedule. Based on our experience processing 100+ Pvt Ltd to OPC conversions across India, the entire process takes 15 to 30 working days with professional CA/CS assistance. Businesses in Kolkata follow the same national MCA V3 portal process, with all filings routed to the jurisdictional RoC.
Key Takeaways: Pvt Ltd to OPC conversion requires consolidating shares to 1 member. Processing takes 15 to 30 working days. Total cost: ₹8,000 to ₹15,000 (varies by state and authorized capital). IncorpX professional fee: ₹5,999. Eligibility requires paid-up capital ≤ ₹50 lakhs and turnover ≤ ₹2 crores under Rule 7(4).
At IncorpX, we deliver end-to-end Pvt Ltd to OPC conversion in Kolkata that is fast, affordable, and completely digital. Our team of experienced Company Secretaries (CSs) and Chartered Accountants (CAs) handles every step, from eligibility verification and Form INC-6 filing to MOA/AOA alteration and new Certificate of Incorporation.
Eligibility Criteria for Pvt Ltd to OPC Conversion in Kolkata
Not every Private Limited Company qualifies for OPC conversion. Rule 7(4) of the Companies (Incorporation) Rules, 2014 sets strict thresholds. Your company must satisfy all the following conditions before filing Form INC-6.
Criterion
Requirement
Legal Reference
Paid-up Share Capital
Must not exceed ₹50 lakhs
Rule 7(4)
Average Annual Turnover
Must not exceed ₹2 crores (preceding 3 FYs)
Rule 7(4)
Sole Member
Must be a natural person (not body corporate)
Section 2(62)
Citizenship
Must be an Indian citizen
Rule 7(4)
Residency
Must have stayed in India for 120+ days in preceding FY
Rule 7(4)
Multiple OPC Restriction
Cannot be a member of another OPC
Section 2(62) Proviso
Secured Creditors
Must obtain NOC if secured debt exists
Rule 7(4)(ii)
Budget 2021 removed capital and turnover limits for new OPC registration. However, Rule 7(4) thresholds still apply for conversion from Pvt Ltd to OPC. The ₹50 lakhs capital and ₹2 crores turnover limits remain in force for this conversion route. Do not confuse the two provisions.
Our CA/CS team verifies your company's eligibility under Rule 7(4) before you spend a single rupee.
Benefits of Converting Pvt Ltd to OPC in Kolkata
Converting from a Private Limited to OPC structure delivers concrete operational savings and compliance relief. Here are 7 specific benefits, each backed by statutory provisions.
Single-Member Control
Full ownership and decision-making authority. No board meetings needed for shareholder approvals. Solo founder retains 100% control and can pass resolutions as written statements under Section 122.
Simplified Compliance
No AGM required. Only 2 board meetings per year (vs 4 for Pvt Ltd). OPCs with turnover below ₹2 crores are exempt from cash flow statement preparation. Annual compliance costs significantly less.
Reduced Operating Costs
Save ₹15,000 to ₹25,000 per year on compliance. Statutory audit costs are lower, and fewer filings reduce professional fees. Annual compliance runs ₹10,000 to ₹20,000 vs ₹25,000 to ₹40,000 for Pvt Ltd.
Limited Liability Protection
Personal assets remain protected from business debts. OPC is a separate legal entity with perpetual succession. Liability is limited to the member's share capital contribution only.
Legal Continuity
Company retains its CIN, PAN, TAN, bank accounts, GST registration, contracts, and licences. No disruption to ongoing business, vendor relationships, or government registrations.
Faster Decision-Making
No need for shareholder meetings or multi-director consensus. Single member can pass resolutions as written statements under Section 122, saving time on corporate governance procedures.
Reversible Conversion
Can convert back to Pvt Ltd later via Form INC-6 if business grows beyond OPC thresholds (₹50 lakhs capital or ₹2 crores turnover). The reverse process follows the same Section 18 framework.
Private Limited vs OPC: Key Differences
Understanding how OPC differs from Private Limited Company helps you decide whether conversion suits your business in Kolkata. Here is a side-by-side comparison across 12 parameters.
Parameter
Private Limited Company
One Person Company (OPC)
Minimum Members
2
1
Maximum Members
200
1
Minimum Directors
2
1 (+ nominee)
Nominee Requirement
Not required
Mandatory (Form INC-3)
AGM Requirement
Mandatory
Exempt
Board Meetings
Minimum 4 per year
Minimum 2 per year
Cash Flow Statement
Mandatory
Exempt (if turnover below ₹2 crores)
External Equity
Can raise from investors
Cannot raise equity from outside
NBFC Activities
Permitted
Not permitted
Paid-up Capital Limit
No cap
₹50 lakhs (for conversion eligibility)
Turnover Limit
No cap
₹2 crores average (for conversion eligibility)
Annual Compliance Cost
₹25,000 to ₹40,000
₹10,000 to ₹20,000
When NOT to convert: If you plan to raise equity investment, add co-founders, or expect turnover to cross ₹2 crores within 2 years, stay with Pvt Ltd. Mandatory reverse conversion from OPC back to Pvt Ltd is triggered when these thresholds are breached, and the back-and-forth costs time and money.
Documents Required for Pvt Ltd to OPC Conversion in Kolkata
Three sets of documents are required: sole member documents, nominee documents, and company documents. All documents must be current and legible. Stamp duty on altered MOA/AOA follows the India Stamp Act schedule.
Sole Member Documents
PAN CardSelf-attested copy of the sole member's PAN card
Aadhaar CardSelf-attested copy of Aadhaar for identity and address verification
Address ProofLatest bank statement, utility bill, or mobile bill (not older than 2 months)
Passport Size PhotoRecent colour photograph with white background
DIN (Director Identification Number)Active DIN of the proposed sole member-director
Indian Residency ProofProof of 120+ days stay in India in the preceding financial year (passport stamps, Aadhaar verification)
Nominee Documents
PAN CardSelf-attested copy of nominee's PAN card
Aadhaar CardSelf-attested copy for identity verification
Address ProofLatest bank statement or utility bill (not older than 2 months)
Passport Size PhotoRecent colour photograph with white background
Form INC-3 (Nominee Consent)Written consent to act as nominee, signed and notarised
Company Documents
Current MOA and AOAExisting Memorandum and Articles of Association
Altered MOA and AOARevised MOA/AOA incorporating OPC provisions, nominee details, and single-member clauses. Stamp duty per India Stamp Act.
Certificate of IncorporationOriginal or certified copy of the existing CoI
Latest Audited Financial StatementsAudited balance sheet and P&L for the preceding 3 financial years (to verify turnover threshold)
Board ResolutionResolution proposing conversion from Pvt Ltd to OPC
Special Resolution (MGT-14)Special resolution approving conversion and MOA/AOA alteration, filed via Form MGT-14
Share Transfer Deed (if applicable)Executed share transfer deed for consolidating shares to a single member, stamped per India schedule
NOC from Secured CreditorsNo Objection Certificate from all secured creditors (if any secured debt exists)
Form INC-6Application for conversion from Pvt Ltd to OPC, signed by the sole member and certified by a practising CA/CS
All annual filings (AOC-4, MGT-7) must be up to date before RoC, India will accept Form INC-6. If any past filings are pending, complete them first. IncorpX handles pending compliance clearance as part of the conversion package.
Step-by-Step Process for Pvt Ltd to OPC Conversion in Kolkata
The Pvt Ltd to OPC conversion process involves 8 steps and takes 15 to 30 working days. All filings go through the MCA V3 portal and are processed by RoC, India.
Step 1: Verify Eligibility Under Rule 7(4)
Confirm the company has paid-up capital up to ₹50 lakhs and average annual turnover up to ₹2 crores for the preceding 3 financial years. The sole intended member must be an Indian citizen and resident in India for at least 120 days in the preceding financial year. Verify all annual filings (AOC-4, MGT-7) are current before proceeding.
Timeline: 1 to 2 working days
Step 2: Consolidate Shares to Single Member
Buy out or transfer shares from all other shareholders so that only one natural person holds 100% shareholding. Execute Form SH-4 and share transfer deed, pay stamp duty per India schedule (0.25% of share value). Alternatively, use the share buyback route. Capital gains tax applies on share transfers for exiting shareholders.
Timeline: 2 to 5 working days | Portal: Offline (share transfer deed execution)
Step 3: Pass Board and Special Resolutions
Hold a Board Meeting to propose the conversion. Then pass a Special Resolution at an EGM or postal ballot with at least 75% majority, approving (a) conversion from Pvt Ltd to OPC under Section 18, (b) alteration of MOA and AOA, and (c) nominee appointment.
Timeline: 3 to 5 working days
Step 4: File Form MGT-14 with RoC
File Form MGT-14 with the Registrar of Companies within 30 days of passing the Special Resolution. Attach the certified copy of the resolution. Government fee ranges from ₹200 to ₹600 based on authorized capital. The filing goes through the MCA V3 portal and is processed by RoC, India.
Timeline: 1 to 2 working days | Portal: MCA V3 (MGT-14 filing)
Step 5: Alter MOA and AOA
Prepare the altered Memorandum of Association (add OPC clauses, nominee details, single-member provisions) and Articles of Association (remove multi-director provisions, add OPC governance rules). Print on stamp paper per India Stamp Act requirements. Stamp duty for alteration varies by state (₹100 to ₹5,000).
Timeline: 2 to 3 working days
Step 6: Appoint Nominee Director via Form INC-3
Every OPC must appoint a nominee who becomes the member in case of death or incapacity of the sole member. Identify a nominee who is an Indian citizen and resident. Prepare and execute Form INC-3 (Nominee Consent) with the nominee's PAN, Aadhaar, address proof, and written consent.
Timeline: 1 to 2 working days
Step 7: File Form INC-6 with RoC
File Form INC-6 (Application for Conversion) on MCA V3 portal with all attachments: altered MOA/AOA, Special Resolution, Form INC-3, NOC from secured creditors (if any), latest 3 years' financial statements, and CA/CS certificate verifying Rule 7(4) eligibility. Pay government fees (₹2,000 to ₹5,000) based on authorized capital.
Timeline: 1 working day | Portal: MCA V3 → RoC, India
Step 8: Obtain New Certificate of Incorporation
RoC, India reviews the application. Upon approval, a new Certificate of Incorporation is issued with the company name reflecting "(OPC) Private Limited" suffix. The CIN remains the same but the company type code changes. PAN and TAN remain unchanged. After receiving the CoI, update PAN/TAN records, GST registration, bank accounts, and letterheads to reflect the new name.
Timeline: 15 to 30 working days (depends on RoC workload)
Pro Tip: File Form INC-6 only after MGT-14 (Special Resolution) is approved by RoC. Filing INC-6 before the Special Resolution is processed is a common mistake that causes rejection. IncorpX tracks both filings to ensure correct sequencing.
Expert CA/CS team handles all 8 steps. 15 to 30 working days. Starting ₹5,999.
Cost of Pvt Ltd to OPC Conversion in Kolkata (2026)
Total conversion cost depends on authorized capital, state stamp duty, and whether share transfer is needed. Here is the detailed breakdown for Kolkata, India.
Cost Breakdown
Component
Amount
Notes
Government Fee (Form INC-6)
₹2,000 to ₹5,000
Based on authorized capital slab
Government Fee (MGT-14)
₹200 to ₹600
For filing Special Resolution
Stamp Duty (Altered MOA/AOA)
₹300 to ₹5,000
Varies by state (see table below)
Share Transfer Stamp Duty
0.25% of share value
Only if share consolidation needed
DSC (Digital Signature)
₹800 to ₹1,500
If new DSC needed for the sole member
IncorpX Professional Fee
Starting ₹5,999
Includes CA/CS certification, all document drafting, filing
State-Wise Stamp Duty on MOA/AOA Alteration
State
Stamp Duty Range
Maharashtra
₹1,000 to ₹5,000
Delhi
₹500 to ₹2,000
Karnataka
₹500 to ₹3,000
Tamil Nadu
₹300 to ₹2,000
Telangana
₹500 to ₹3,000
West Bengal
₹300 to ₹2,000
Gujarat
₹500 to ₹2,500
Uttar Pradesh
₹500 to ₹2,000
Cost Estimator by Authorized Capital
Authorized Capital
Government Fee
Estimated Total (with IncorpX)
Up to ₹1 lakh
₹2,000
₹8,000 to ₹10,000
₹1 lakh to ₹5 lakhs
₹2,000
₹8,500 to ₹11,000
₹5 lakhs to ₹10 lakhs
₹3,000
₹9,500 to ₹12,000
₹10 lakhs to ₹50 lakhs
₹5,000
₹11,500 to ₹15,000
IncorpX quotes all-inclusive pricing with no hidden charges. The professional fee of ₹5,999 covers: eligibility verification, all document drafting (resolutions, altered MOA/AOA), Form INC-6 and MGT-14 filing, CA/CS certification, and post-conversion support. Government fees and stamp duty are charged at actuals.
Tax Implications of Pvt Ltd to OPC Conversion
Conversion from Pvt Ltd to OPC involves share consolidation which has tax consequences. Two routes exist for reducing multiple shareholders to one.
Route 1: Share Transfer (Most Common)
Tax Head
Applicability
Details
Capital Gains Tax (Seller)
On exiting shareholder
Short-term (if held < 24 months): taxed at slab rate. Long-term (if held ≥ 24 months): 20% with indexation under Section 112.
Stamp Duty on Transfer
On buyer
0.25% of share value (applicable in India)
Gift Tax (Section 56(2)(x))
If transfer at below FMV
Difference between FMV and consideration taxable as "Income from Other Sources" if it exceeds ₹50,000
Route 2: Share Buyback by Company
Tax Head
Applicability
Details
Buyback Tax (Section 115QA)
On the company
23.296% (20% + 12% surcharge + 4% cess) on distributed income (buyback price minus issue price)
Tax on Shareholder
On exiting shareholder
Exempt under Section 10(34A) - no capital gains tax on the selling shareholder
Post-Conversion Tax Position
Aspect
Impact
PAN and TAN
Remain the same. Only name suffix changes on records.
GST Registration
Amendment required within 15 days of CoI issuance.
Income Tax Rate
Same as Pvt Ltd: 25% (if turnover ≤ ₹400 crores in FY 2017-18) or 22% under Section 115BAA.
MAT/AMT
MAT at 15% applies if opting for normal tax regime.
Tax Audit
Mandatory if turnover exceeds ₹1 crore (₹10 crores if cash transactions are below 5%).
Consult a Chartered Accountant before deciding between share transfer and buyback routes. The optimal route depends on the number of exiting shareholders, share premium, holding period, and available free reserves. IncorpX provides tax advisory as part of the conversion package.
Restrictions After OPC Conversion
OPC structure comes with specific limitations under the Companies Act. Be aware of these before converting.
No External Equity: OPC cannot issue shares to outside investors. Equity funding rounds require reverse conversion to Pvt Ltd first.
No NBFC Activities: OPC cannot carry out Non-Banking Financial Institution activities under Section 45-IA of the RBI Act.
Single Member Only: OPC can have only 1 member. Adding a second member triggers mandatory conversion to Pvt Ltd.
Mandatory Reverse Conversion: If paid-up capital exceeds ₹50 lakhs or average turnover exceeds ₹2 crores, the OPC must mandatorily convert back to Pvt Ltd within 6 months (Section 18, Rule 6).
Cannot Convert to Section 8 Company: OPC cannot convert into a Section 8 (not-for-profit) company.
Nominee is Mandatory: OPC must always have a nominated person. Failure to maintain a nominee attracts penalties under Section 450.
Growth Planning: If your business in Kolkata is growing rapidly and you expect to cross ₹2 crores turnover or ₹50 lakhs capital within 1 to 2 years, conversion to OPC may not be cost-effective. The mandatory reverse conversion (OPC → Pvt Ltd) would add another ₹8,000 to ₹15,000 in costs.
Post-Conversion Compliance: OPC vs Pvt Ltd
One of the biggest benefits of OPC conversion is reduced compliance. Here is exactly how much you save compared to Pvt Ltd.
Compliance
Pvt Ltd Requirement
OPC Requirement
Annual Savings
Board Meetings
Minimum 4 per year
Minimum 2 per year
2 meetings saved
AGM
Mandatory within 6 months of FY end
Exempt (Section 96)
1 meeting + documentation saved
Annual Return
MGT-7 (detailed)
MGT-7A (simplified)
Lower professional fees
Financial Statements
Sign within 30 days of FY end
Sign within 180 days of FY end
More flexibility
Cash Flow Statement
Mandatory
Exempt (if turnover below ₹2 crores)
Preparation cost saved
Statutory Audit
Mandatory
Mandatory
No change
Income Tax Return
Due 31 October (if audit)
Due 31 October (if audit)
No change
Estimated Annual Compliance Cost
₹25,000 to ₹40,000
₹10,000 to ₹20,000
₹15,000 to ₹20,000 saved
Failure to file annual returns (MGT-7A, AOC-4) attracts a penalty of ₹100 per day of delay for each form, with no upper cap. Additionally, the sole member-director faces a personal penalty of ₹50,000 to ₹5 lakhs for persistent default. IncorpX provides annual compliance reminders and filing support.
Common Mistakes to Avoid During Conversion
Based on 100+ Pvt Ltd to OPC conversions handled across India, here are the 5 most common mistakes and how to avoid them.
#
Mistake
Consequence
How to Avoid
1
Filing INC-6 before share consolidation
RoC rejection - multiple shareholders still on record
Complete share transfer and update Register of Members before filing INC-6
2
Confusing OPC registration limits with conversion limits
Application rejected for exceeding Rule 7(4) thresholds
Budget 2021 removed limits for new OPC registration, NOT for Pvt Ltd → OPC conversion. Verify ₹50L capital and ₹2Cr turnover limits
3
Filing INC-6 before MGT-14 is approved
INC-6 rejected - Special Resolution not yet on record
Wait for MGT-14 approval confirmation before filing INC-6
4
Not obtaining NOC from secured creditors
INC-6 rejected for missing mandatory attachment
Obtain NOC from all banks/lenders with secured charges before filing
5
Pending annual filings (AOC-4/MGT-7)
RoC will not process INC-6 until all past filings are current
File all pending returns with late fees before starting the conversion process
Related Business Services in Kolkata
Explore other company registration and conversion services available in Kolkata.
Removed capital and turnover limits for new OPC registration. Does NOT affect conversion limits under Rule 7(4).
MCA V3 Portal Launch
2023
All forms including INC-6 and MGT-14 now filed on V3 portal. Faster processing, digital verification.
Residency Reduced to 120 Days
2020
OPC sole member residency requirement reduced from 182 days to 120 days, making it accessible to NRIs returning to India.
MGT-7A for Small Companies/OPCs
2021
Simplified annual return form MGT-7A introduced for OPCs and small companies, reducing compliance effort.
Service Guarantee & Refund Policy
IncorpX provides a 100% money-back guarantee on all Pvt Ltd to OPC conversion services. If we are unable to complete your conversion due to a filing error on our part, we refund the full professional fee of ₹5,999. Government fees and stamp duty paid to MCA and state authorities are non-refundable as they are collected by the government.
Covered: Eligibility assessment errors, incorrect Form INC-6 filing, document preparation mistakes, missed filing deadlines caused by IncorpX. Not Covered: RoC rejection due to company's own non-compliance (pending annual filings, incorrect financials), government fee refunds, stamp duty paid to state authorities, delays caused by the client in providing documents.
FAQs on Private Limited to OPC Conversion in Kolkata
Have questions about converting your Private Limited to One Person Company? Here are answers to the most frequently asked questions.
These FAQs cover eligibility, process, nominee requirements, and post-conversion compliance.
Private Limited to OPC conversion in Kolkata is the legal process of changing a multi-member Private Limited Company into a single-member One Person Company under Section 18 of the Companies Act, 2013. The company retains its CIN and legal continuity. It requires filing Form INC-6 with the Registrar of Companies having jurisdiction over India after consolidating shares to one member.
Section 18 governs the conversion of companies already registered under the Act from one class to another. For Pvt Ltd to OPC conversion, it requires an application to the Registrar of Companies with altered MOA/AOA and prescribed documents. The conversion takes effect upon issuance of a new Certificate of Incorporation by the RoC.
Form INC-6 is the MCA-prescribed application form for converting a Private Limited or Limited Company into a One Person Company. It must be filed with the Registrar of Companies along with altered MOA/AOA, special resolution, CA/CS certificate, and creditor NOC. The government filing fee ranges from ₹2,000 to ₹5,000.
A nominee in an OPC is a person designated under Form INC-3 who automatically becomes the sole member if the original member dies or becomes incapacitated. Appointing a nominee is mandatory for every OPC under the Companies Act, 2013. The nominee can be changed later by filing Form INC-4 with the RoC.
Rule 7(4) of the Companies (Incorporation) Rules, 2014 prescribes eligibility thresholds for converting a Pvt Ltd to OPC. The company must have paid-up capital up to ₹50 lakhs and average annual turnover up to ₹2 crores for the preceding 3 financial years. Only an Indian citizen resident qualifies as the sole member. Note: Budget 2021 removed these limits for new OPC registration, but Rule 7(4) limits still apply for conversion.
No. Under the Companies Act, 2013, a natural person cannot be a member in more than one OPC at any given time. Similarly, a person cannot be a nominee in more than one OPC. If you already hold membership in an existing OPC, you must relinquish it before converting another Pvt Ltd to OPC in Kolkata.
The company's PAN and TAN remain unchanged after conversion from Pvt Ltd to OPC. The company retains its legal identity and CIN (with updated suffix). However, you must update the company type with the Income Tax Department, banks, and GST registration to reflect the OPC status.
Yes, statutory audit remains mandatory for OPC. However, OPCs with turnover below ₹2 crores and paid-up capital below ₹50 lakhs are exempt from preparing a cash flow statement. The auditor appointment and annual audit cycle continue as with any company. Filing Form AOC-4 with audited financials is still required.
No. Only a natural person who is an Indian citizen AND resident in India (minimum 120 days in the preceding financial year) can be the sole member of an OPC. NRIs and foreign nationals cannot hold OPC membership. If you are an NRI, consider retaining the Private Limited structure instead.
Employees remain unaffected by the conversion. All existing employment contracts, provident fund registrations, ESI accounts, and payroll obligations continue without interruption. The company retains its legal identity and all employment relationships transfer automatically. No separate notice or consent from employees is required.
Yes. An OPC retains limited liability protection identical to a Private Limited Company. The sole member's personal assets remain protected from business debts. The OPC is a separate legal entity with perpetual succession, meaning liability is limited to the member's share capital contribution only.
Yes, the GST registration remains valid after Pvt Ltd to OPC conversion since the PAN does not change. However, you must file an amendment application on the GST portal to update the company type from Private Limited to OPC. File Form GST REG-14 within 15 days of receiving the new Certificate of Incorporation.
An OPC cannot carry on Non-Banking Financial Institution (NBFC) or investment activities under the Companies Act. It cannot have a body corporate as a member. A person cannot be a member in more than 1 OPC. OPC also cannot raise equity from external investors or issue shares to the public.
The conversion involves 8 steps: verify eligibility under Rule 7(4), consolidate shares to a single member, pass board and special resolutions, file Form MGT-14, alter the MOA/AOA, appoint a nominee via Form INC-3, file Form INC-6 with the RoC India, and obtain a new Certificate of Incorporation. Total time: 15 to 30 working days.
Key documents include: board resolution approving conversion, special resolution (75% majority), altered MOA and AOA (stamped per India Stamp Act rates), share transfer deeds or buyback documents, nominee consent (Form INC-3), audited financial statements for 3 years, NOC from creditors, practicing CA/CS certificate, and DSC of the sole member.
The complete conversion takes 15 to 30 working days from the date of filing Form INC-6 with the RoC. Share consolidation and resolution passing require an additional 7 to 15 days of preparation. Total end-to-end timeline including preparation and filing is typically 25 to 45 days.
Yes. A special resolution requiring at least 75% shareholder approval is mandatory for conversion. The resolution authorises conversion under Section 18 and alteration of MOA/AOA. This resolution must be filed with the RoC via Form MGT-14 within 30 days of passing.
Three primary MCA forms are filed: Form MGT-14 (filing special resolution with RoC, fee ₹200 to ₹600), Form INC-3 (nominee consent for OPC), and Form INC-6 (application for conversion, fee ₹2,000 to ₹5,000). A practicing CA or CS must certify Form INC-6.
Yes, but the company must first reduce to a single member-shareholder. The second director can continue as an additional director (OPC can have up to 15 directors) but cannot hold any shares. All shares must be consolidated to one Indian citizen resident before filing Form INC-6.
If the company has secured creditors, a No Objection Certificate (NOC) from those creditors is required and must be attached to Form INC-6. For unsecured creditors, individual NOCs are not mandated, but the company must declare all outstanding debts in the conversion application.
Yes. Upon approval of Form INC-6, the Registrar of Companies issues a new Certificate of Incorporation reflecting the OPC status. The company retains its existing CIN with the suffix changed to indicate One Person Company. The original Pvt Ltd certificate stands cancelled from the date of the new certificate.
Yes. Altering the Memorandum of Association (MOA) and Articles of Association (AOA) is mandatory. The MOA must reflect single-member ownership and OPC-specific provisions. The AOA must include nominee clauses and OPC governance rules. Stamp duty for alteration in India varies from ₹100 to ₹5,000.
Total conversion cost ranges from ₹8,000 to ₹15,000 including government fees and professional charges. IncorpX's professional fee starts at ₹5,999. Government fees include Form INC-6 (₹2,000 to ₹5,000), Form MGT-14 (₹200 to ₹600), and state-wise stamp duty for MOA/AOA alteration in India.
The government fee for Form INC-6 ranges from ₹2,000 to ₹5,000 depending on the company's authorized capital. Companies with authorized capital up to ₹1 lakh pay ₹2,000, while higher capital brackets pay proportionally more. Late filing attracts additional fees per MCA's penalty schedule.
Stamp duty for MOA/AOA alteration varies by state: Maharashtra ₹1,000 to ₹5,000, Delhi ₹500 to ₹2,000, Karnataka ₹500 to ₹3,000, Tamil Nadu ₹300 to ₹2,000, Telangana ₹500 to ₹3,000, West Bengal ₹300 to ₹2,000, and Gujarat ₹500 to ₹2,500. Additionally, share transfer (if applicable) attracts 0.25% stamp duty on the share value.
Exiting shareholders face capital gains tax on share transfers. Short-term gains (shares held under 24 months) are taxed at the member's income slab rate. Long-term gains attract 20% tax with indexation. If shares are bought back instead of transferred, the company pays 20% buyback tax under Section 115QA.
IncorpX's conversion package starts at ₹5,999 and includes document preparation, Form INC-6 filing, Form MGT-14 filing, MOA/AOA alteration drafting, nominee appointment (Form INC-3), CA/CS certification, and obtaining the new Certificate of Incorporation. Government fees and stamp duty are charged separately at actuals.
Yes, conversion is typically more cost-effective. Company closure (strike-off) costs ₹5,000 to ₹8,000 in professional fees plus ₹5,000 government fee, and takes 3 to 6 months. Conversion costs ₹8,000 to ₹15,000 total but preserves your company's legal identity, PAN, bank accounts, and contracts.
Under Section 450 of the Companies Act, the default penalty for non-filing or delayed filing is ₹10,000. Under Section 448, furnishing false statements in conversion forms attracts imprisonment up to 6 months and fine. Late filing of Form INC-6 attracts additional fees per MCA schedule.
Yes. The nominee can be changed at any time by filing Form INC-4 (Change of Nominee) with the RoC. The new nominee must provide written consent via Form INC-3 along with PAN, Aadhaar, and address proof. No government fee applies for nominee change, but professional charges of ₹1,000 to ₹2,000 are typical.
A Private Limited Company requires minimum 2 members and 2 directors, while an OPC needs only 1 member and 1 director (plus a nominee). OPC is exempt from AGM requirements and needs only 2 board meetings per year (vs 4 for Pvt Ltd). OPC cannot raise external equity; Pvt Ltd can have up to 200 members.
Yes. An OPC can be converted back to Pvt Ltd by filing Form INC-6 with the RoC under Section 18. This reverse conversion is mandatory if OPC's paid-up capital exceeds ₹50 lakhs or turnover exceeds ₹2 crores. IncorpX offers this OPC to Pvt Ltd conversion service starting at ₹7,999.
Convert if you plan to continue operations as a solo founder. Conversion preserves your CIN, PAN, bank accounts, contracts, and GST registration. Close (strike-off) only if you want to permanently cease business. Closure takes 3 to 6 months and dissolves the entity. Conversion costs ₹8,000 to ₹15,000 and takes 15 to 30 days.
OPC offers limited liability protection and separate legal entity status that a sole proprietorship lacks. In a sole proprietorship, the owner's personal assets are at risk for business debts. OPC also provides better credibility with banks, vendors, and government tenders. However, OPC has higher compliance costs (₹10,000 to ₹15,000 per year).
Yes. OPC is exempt from holding Annual General Meetings. OPC needs only 2 board meetings per year (one per half-year) vs 4 for Pvt Ltd. OPC with turnover below ₹2 crores is exempt from cash flow statement preparation. Annual ROC filing (AOC-4, MGT-7A) and audit remain mandatory for both.
Yes. The name suffix changes after conversion. For example, "ABC Private Limited" becomes "ABC (OPC) Private Limited." The RoC issues a new Certificate of Incorporation reflecting this change. You must update the new name on letterheads, invoices, bank accounts, and all government registrations within 30 days.
File Form INC-6 electronically through the MCA V3 portal at mca.gov.in. All filings are processed online by the jurisdictional Registrar of Companies in India. No physical visit to the RoC office is required. You need a valid Class 3 DSC and active MCA portal account for filing.
Step-by-step timeline: eligibility verification (1 to 2 days), share consolidation (5 to 10 days), board and special resolutions (1 to 3 days), Form MGT-14 filing (1 to 2 days), MOA/AOA alteration (2 to 3 days), nominee appointment (1 day), Form INC-6 filing (1 to 2 days), and RoC processing for new CoI (15 to 30 working days).
Conversion filings (Form INC-6, MGT-14, INC-3) for companies with a registered office in Kolkata are processed by the Registrar of Companies (ROC), India. All forms are submitted electronically through the MCA21 V3 portal and routed to the jurisdictional ROC office in India. The Corporate Identification Number (CIN) issued to your company will contain the state code for India.
After conversion, an OPC in Kolkata must budget for annual compliance costs including ROC filing fees (₹200 to ₹600 per form), auditor fees (₹5,000 to ₹10,000 for small OPCs), income tax return (ITR-6) filing, GST return filing if registered, and professional fees for your CA/CS. In India, you must also account for state-level Professional Tax returns and Shop Establishment renewal fees. Total annual running cost for an OPC in India typically ranges from ₹10,000 to ₹20,000 depending on transaction volume.
IncorpX provides end-to-end Pvt Ltd to OPC conversion services in Kolkata:
Eligibility verification under Rule 7(4)
Share consolidation assistance
Board and special resolution drafting
MOA and AOA alteration (stamped per India rates)
Nominee appointment via Form INC-3
Form MGT-14 filing with RoC
Form INC-6 filing with CA/CS certification
New Certificate of Incorporation procurement
Post-conversion compliance calendar setup
Bank and GST registration update assistance
Our expert CAs and CSs handle the complete conversion process for businesses in Kolkata.
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4.9/5
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4.8/5
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4.9/5
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