The concept of One Person Company (OPC) was introduced in India as a revolutionary step in the field of corporate law. It provides a platform for entrepreneurs to establish a company with just one member, eliminating the requirement of multiple shareholders. Conversion of a private company into an OPC offers various benefits, including limited liability protection and enhanced flexibility in operations. In this article, we will delve into the process of converting a private company into an OPC and shed light on its advantages.

Process of Conversion 

Converting a private company into an OPC involves several crucial steps. The process is governed by the Companies Act, 2013, and the rules and regulations prescribed thereunder. Here is a simplified outline of the conversion process:

  1. Member Eligibility: Only a natural person who is an Indian citizen and resident in India can form an OPC. The sole member of the private company should meet these eligibility criteria to proceed with the conversion.
  2. Director and Nominee: The sole member needs to appoint a nominee who will become the director in case of the member’s death or incapacity. The nominee should also fulfill the eligibility requirements.
  3. Consent and NOC: Obtain consent from the nominee and submit a No Objection Certificate (NOC) in writing. The NOC should state their willingness to become a nominee director.
  4. Share Capital and MOA/AOA: Restructure the share capital of the private company to meet the OPC requirements. Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) in the prescribed format.
  5. Board Meeting and Shareholder Approval: Convene a board meeting to pass necessary resolutions for conversion. Obtain shareholder approval through a special resolution in a general meeting.
  6. Filing with the Registrar: Prepare the necessary documents, including the application for conversion, MOA, AOA, and other supporting documents. File these with the Registrar of Companies (RoC) within the stipulated time frame.

Benefits of Conversion 

Converting a private company into an OPC brings several advantages for entrepreneurs. Some notable benefits include:

  1. Limited Liability: OPC provides limited liability protection to the sole member, ensuring their personal assets are separate from the company’s liabilities. This feature safeguards the member’s personal finances and promotes risk-taking.
  2. Easy Management: OPCs have a simplified management structure with a single-member. This facilitates quick decision-making, avoiding lengthy board meetings and shareholder discussions.
  3. Tax Benefits: OPCs enjoy the same tax benefits as private companies, including corporate tax rates and deductions eligible to other types of companies.
  4. Perpetual Succession: OPCs have perpetual succession, meaning the company continues to exist even if the sole member changes due to death, incapacitation, or resignation. The nominee director takes charge, ensuring business continuity.
  5. Credibility and Access to Funds: Conversion into an OPC enhances the company’s credibility, making it easier to attract investors, secure loans, and build business relationships.


The Conversion of Private Company into OPC provides entrepreneurs with a unique opportunity to establish a corporate entity with limited liability and operational flexibility. This process enables sole proprietors to expand their business horizons while maintaining control over their operations. By understanding the conversion process and the benefits it offers, entrepreneurs can make informed decisions to optimize their business structure. OPCs have emerged as a promising avenue for startups and small businesses, providing a conducive environment for growth and development.


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