Cardiff Services

Private Limited to OPC

Private Limited to One Person Company (OPC) Conversion

A Private Limited Company offers flexibility for multiple shareholders and directors, but in certain cases, promoters may want to simplify the structure and return to single ownership. The Companies Act, 2013 allows voluntary conversion of a Private Limited into a One Person Company (OPC), provided certain conditions are met. This option is especially useful for small businesses where only one individual effectively manages operations, and compliance costs of a Private Limited are no longer justified.

 

Conversion to OPC gives the owner full control of the business while retaining the benefits of a corporate entity such as separate legal identity and limited liability. However, it is allowed only if the paid-up share capital is less than ₹50 lakh and the turnover is below ₹2 crore. A special resolution of shareholders and approval of the Registrar of Companies (ROC) is mandatory for the process.

 

At Cardiff Services, we assist companies in evaluating eligibility, drafting resolutions, preparing legal documents, filing Form INC-6, and securing ROC approval. Our end-to-end support ensures a smooth and compliant transition from Private Limited to OPC, helping entrepreneurs focus on business while we handle the compliance.

Key Features of Conversion

  • Full Ownership – One person enjoys 100% control while retaining corporate benefits.

  • Limited Liability – Personal assets remain protected from business debts.

  • Simplified Compliance – Fewer statutory requirements compared to a Private Limited.

  • Cost-Effective – Reduced compliance and audit costs.

  • Smooth Transition – Business continuity with minimal disruption.

  • Statutory Recognition – OPC enjoys legal recognition under the Companies Act.

Documents Required

  • PAN & Aadhaar of director/member.

  • Identity & address proof of nominee (mandatory for OPC).

  • Proof of business address (utility bill, rent agreement, NOC, or property proof).

  • Passport-size photographs of member and nominee.

  • Copy of current MOA & AOA of the Private Limited Company.

  • Draft MOA & AOA of proposed OPC.

  • Consent of nominee in Form INC-3 with ID/address proof.

  • Special Resolution of shareholders approving conversion.

  • Financial statements of the Private Limited Company.

  • Digital Signature Certificate (DSC) & Director Identification Number (DIN).

Step-by-Step Procedure

  1. Board Meeting

    • Convene a board meeting to propose conversion.

    • Approve notice of general meeting for shareholders.

  2. Shareholders’ Approval

    • Hold general meeting and pass a Special Resolution approving conversion.

    • File resolution with ROC in Form MGT-14.

  3. Preparation of Documents

    • Draft new MOA and AOA for OPC.

    • Obtain nominee’s consent in Form INC-3.

    • Prepare declarations, affidavits, and shareholder resolutions.

  4. Application to ROC

    • File Form INC-6 (Application for conversion) along with all attachments.

    • Attach MOA, AOA, special resolution, nominee consent, and financial statements.

  5. ROC Scrutiny & Approval

    • ROC examines the application and documents.

    • On approval, issues a fresh Certificate of Incorporation as OPC.

  6. Post-Conversion Compliance

    • Update PAN, GST, bank accounts, and statutory registrations in the name of OPC.

    • Revise invoices, contracts, and official records.

Frequently Asked Questions

A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.

If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.

It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.

For a company name search in Cardiff, you may need:

  • Proposed company name

  • Business entity type (Ltd, LLP, Partnership, etc.)

  • Jurisdiction (Cardiff / UK)

  • Owner or shareholder details (if applicable)

  • Business description

A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.

Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms