# Conversion of OPC into a Private or Public Company

Governing Section: Section 18 of the Companies Act, 2013.

A One Person Company (OPC) — characterised by a single member — can voluntarily upgrade itself into a Private or Public company. The shift requires meeting the new class's minimum-number thresholds and altering constitutional documents.

## Stepwise Procedure

### Step 1 - Increase Membership and Directors

First, scale up the headcount to satisfy the new class's minimum:

Conversion Target	Minimum Members	Minimum Directors
Private Company	2	2
Public Company	7	3

### Step 2 - Pass Resolutions

Pass resolutions for alteration of the Memorandum and Articles to reflect the new company type.

### Step 3 - Application to Registrar

File an application to the Registrar of Companies.

### Step 4 - Verification and Fresh Certificate

The Registrar:

Shall verify that all provisions applicable for registration of companies have been complied with;
Close the former registration of the company; and
Issue a fresh certificate of incorporation reflecting the new status.

## Memory Hook

'Scale - Resolve - Apply - Re-register'

Scale up members/directors to required minimums
Resolve to alter MOA and AOA
Apply to Registrar
Re-register via fresh COI

Worked example

### Example 1

Example 1 - OPC to Private: XYZ (OPC) Ltd. has 1 member and 1 director. To convert into a Private company: (a) Induct one more member (now 2) and one more director (now 2); (b) Pass resolutions altering MOA and AOA; (c) File application with the Registrar; (d) Registrar issues fresh COI as 'XYZ Private Limited'.

### Example 2

Example 2 - OPC to Public: PQR (OPC) Ltd. wishes to convert into a Public company. It must increase members to at least 7 and directors to at least 3, then pass alteration resolutions, file the application, and obtain a fresh COI.

⚠️ Common exam mistakes

Using wrong thresholds — the minimum members for OPC → Private is 2 (not 7), and for OPC → Public is 7.
Forgetting that fresh COI is issued — the company gets a NEW certificate after conversion.
Skipping the resolution for alteration of MOA and AOA — both documents must be altered to reflect the new class.
Confusing OPC voluntary conversion (Section 18) with mandatory conversion triggers (paid-up capital/turnover thresholds under earlier rules — which have now been relaxed).

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

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 after registering the documents referred to in sub-section (1), issue a certificate of incorporation in the same manner as its first registration.

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Conversion - OPC to Private or Public Company (Section 18)

Worked example

⚠️ Common exam mistakes