# Conversion of Private Company to OPC (Section 18)

## Eligibility

A Private Company can convert itself into a One Person Company (OPC).
Exception: A company registered under Section 8 (non-profit) CANNOT convert to an OPC.

## Procedure

### Step 1: Special Resolution

Pass a special resolution in the general meeting.

### Step 2: No Objection

Obtain No Objection in writing from:

Members
Creditors

### Step 3: File Special Resolution (MGT.14)

File copy of special resolution with ROC within 30 days in Form MGT.14.

### Step 4: File Application in Form INC.6

File application for conversion in Form INC.6 along with prescribed fees, attaching:

#	Document
(a)	Affidavit by directors confirming all members and creditors have consented
(b)	List of members and list of creditors
(c)	Latest Audited Balance Sheet and Profit & Loss Account
(d)	Copy of No Objection letter of secured creditors

### Step 5: Issue of Revised Certificate of Incorporation

On being satisfied, the Registrar issues a Revised Certificate of Incorporation mentioning the company has become an OPC.

## Key Forms Summary

Form	Purpose
MGT.14	Filing of special resolution
INC.6	Application for conversion to OPC

## Summary Table

Step	Action	Timeline
1	Special Resolution in GM	—
2	NOC from members & creditors	—
3	File MGT.14	Within 30 days
4	File INC.6 with documents	After MGT.14
5	Receive Revised COI	After ROC satisfaction

Worked example

### Example 1

Example 1: ABC Pvt Ltd has 3 members and wants to convert to OPC. It must (a) pass special resolution, (b) obtain NOC from all 3 members and all creditors, (c) file MGT.14 within 30 days, (d) file INC.6 with affidavit + lists + audited B/S and P&L + NOC of secured creditors, (e) receive revised COI as an OPC.

### Example 2

Example 2: XYZ Charitable Society Pvt Ltd, registered under Section 8, wants to convert to OPC. This is not permitted — Section 8 companies are excluded from conversion to OPC.

### Example 3

Example 3: PQR Pvt Ltd passed a special resolution to convert to OPC but did not obtain NOC from one of its creditors. The Registrar will reject the INC.6 application as the affidavit requirement (all members and creditors consent) is not met.

⚠️ Common exam mistakes

Forgetting that Section 8 companies CANNOT convert to OPC — this is a critical exception.
Confusing the forms: MGT.14 is for the special resolution; INC.6 is the conversion application.
Forgetting that NOC is required from BOTH members AND creditors (not just members).
Missing the 30-day filing deadline for MGT.14.
Forgetting the affidavit requirement — directors must affirm by way of affidavit that all members and creditors have given consent.
Forgetting to attach the latest audited Balance Sheet and Profit & Loss Account along with INC.6.

Bare-Act text Section 18 read with Rule 7 of Companies (Incorporation) Rules, 2014 · The Companies Act, 2013 & Companies (Incorporation) Rules, 2014 · click to expand

Section 18 enables conversion of a company from one class to another by alteration of memorandum and articles. Rule 7 of the Companies (Incorporation) Rules, 2014 prescribes that a private company other than a company registered under Section 8 may convert itself into a One Person Company by passing a special resolution in the general meeting. Before passing such resolution, the company shall obtain No Objection in writing from members and creditors. The company shall file copy of special resolution with the Registrar within thirty days in Form No. MGT.14, and shall file an application in Form No. INC.6 attaching the prescribed documents.

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