Cardiff Services

Proprietorship to OPC

Proprietorship to One Person Company (OPC) – Overview

Converting a Proprietorship to One Person Company (OPC) is a smart step for entrepreneurs who want the benefits of limited liability, company registration, and separate legal identity without giving up full ownership. Unlike a proprietorship, an OPC is recognised as a corporate entity under the Companies Act, making it more credible with banks, investors, and vendors. The process of OPC registration involves name approval, drafting the Memorandum and Articles of Association, obtaining nominee consent, and filing prescribed forms like INC-6 and SPICe+ with the Registrar of Companies (ROC). After the ROC issues the Certificate of Incorporation, the business must update its PAN, GST registration, bank accounts, and licenses in the name of the OPC. By choosing to convert proprietorship into OPC, small businesses gain protection of personal assets, easier fundraising opportunities, and a professional image in the market. Cardiff Services provides end-to-end company formation and compliance services, handling documentation, ROC filings, and legal requirements to ensure a smooth and compliant transition.

Key Features of Proprietorship to OPC Conversion

  • Separate Legal Identity – The OPC is treated as a distinct entity, making contracts, ownership, and compliance clearer.

  • Limited Liability Protection – Personal assets of the owner are protected from business debts and risks.

  • Single Ownership with Nominee – One member runs the company, with a nominee appointed for continuity.

  • Better Credibility – An OPC structure enhances trust with banks, vendors, and investors compared to a proprietorship.

  • Simple Compliance Structure – Fewer compliance requirements compared to private limited companies.

  • Easy Transition – Smooth conversion process through ROC filings and legal documentation.

  • Tax and Funding Benefits – Access to corporate tax benefits and better chances of raising funds from institutions.

  • Scalability – Provides a solid base to later convert into a Private Limited Company as the business grows.

Documents Required for Proprietorship to OPC Conversion

  • Identity Proof of Owner & Nominee – PAN Card and Aadhaar Card.

  • Address Proof of Owner & Nominee – Passport, Voter ID, or Driving License.

  • Photographs – Recent passport-size photos of owner and nominee.

  • Proof of Business Address – Latest utility bill (electricity/telephone) and Rent Agreement/NOC from property owner.

  • Ownership Proof – Property tax receipt, sale deed, or lease deed (as applicable).

  • Digital Signature Certificate (DSC) of the proposed director.

  • Director Identification Number (DIN) of the proposed director.

  • Consent of Nominee – Form INC-3 with identity/address proof and photograph.

  • Draft MOA & AOA – Memorandum and Articles of Association of the new OPC.

  • Financial Statements of Proprietorship – Latest balance sheet, ITR, or bank statement for conversion records.

Procedure for Proprietorship to OPC Conversion

  1. Name Reservation

    • Apply for name approval of the proposed One Person Company through the MCA portal using the RUN/Spice+ service.

    • Ensure the name complies with Companies Act guidelines and is unique.

  2. Preparation of Documents

    • Draft Memorandum of Association (MOA) and Articles of Association (AOA).

    • Obtain consent of nominee in Form INC-3.

    • Prepare affidavit, declarations, and identity/address proofs of member and nominee.

  3. Application to ROC

    • File the incorporation form Spice+ (INC-32) along with e-MOA (INC-33), e-AOA (INC-34), and required attachments.

    • File Form INC-6 for conversion from Proprietorship to OPC.

  4. Verification by ROC

    • The Registrar of Companies scrutinises the application and documents.

    • Additional clarifications may be sought if required.

  5. Certificate of Incorporation

    • Once approved, the ROC issues the Certificate of Incorporation for the OPC.

    • The OPC now has a distinct legal identity separate from the proprietor.

  6. Post-Conversion Compliance

    • Update PAN, TAN, GST registration, bank accounts, and business licenses in the name of the OPC.

    • Amend all contracts, invoices, and stationery to reflect the OPC status.

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