# Conversion of OPC to Private/Public Company

## Threshold Requirements

Before conversion, the One Person Company (OPC) must adjust its membership and directorship:

Convert To	Minimum Members	Minimum Directors
Private Company	2	2
Public Company	7	3

## Procedure

### Step 1: Increase Members and Directors

Increase the minimum number of members to 2 (Pvt) or 7 (Public) and directors to 2 (Pvt) or 3 (Public).

### Step 2: Pass Resolutions

Pass resolutions for alteration of Memorandum and Articles to reflect the change in class of company.

### Step 3: Application to Registrar

File an application to the Registrar of Companies.

### Step 4: Registrar's Action

The Registrar, after satisfying himself that the provisions applicable for registration of companies have been complied with:

Closes the former registration of the OPC.
Issues a fresh certificate of incorporation.

## Key Points

This is a voluntary conversion (separate from any mandatory conversion triggered by paid-up capital or turnover thresholds, which were earlier prescribed but have since been liberalized).
The conversion does not affect existing debts, liabilities or contracts.
The former registration as an OPC is closed, and the company gets a new identity as private/public.

Worked example

### Example 1

Example 1: Ravi runs Ravi Tech (OPC) Ltd. His business has expanded and he wants to bring in 6 more shareholders. He converts the OPC to a public company by (a) increasing members to 7 and directors to 3, (b) passing resolutions to alter MOA & AOA, (c) applying to the ROC, (d) obtaining fresh certificate of incorporation. Former OPC registration is closed.

### Example 2

Example 2: Priya Solutions (OPC) wishes to convert to a private company. She must add 1 more member (total 2) and 1 more director (total 2 directors), alter MOA & AOA, file with ROC, and receive a fresh COI.

⚠️ Common exam mistakes

Forgetting that members AND directors both need to be increased before applying for conversion.
Confusing minimum requirements: Private = 2 members/2 directors; Public = 7 members/3 directors.
Thinking the same registration continues — it does not; a fresh certificate of incorporation is issued and the former OPC registration is closed.
Skipping the alteration of MOA and AOA — both are mandatory.

Bare-Act text Section 18 · The Companies Act, 2013 · click to expand

Section 18 – Conversion of companies already registered: A company of any class registered under this Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions of this Chapter. The Registrar shall, on an application made by the company, after satisfying himself that the provisions of this Chapter applicable for registration of companies have been complied with, close the former registration of the company and issue a certificate of incorporation in the same manner as its first registration.

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Conversion of OPC to Private/Public Company (Section 18)

Worked example

⚠️ Common exam mistakes