# Conversion of a Private Company into a One Person Company (OPC)

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

A private company can downgrade itself into a One Person Company subject to detailed procedural conditions, member/creditor consents, and Registrar approval.

## Key Eligibility Restriction

A private company OTHER THAN a Section 8 (non-profit) company may convert into an OPC. Section 8 companies CANNOT convert into OPC.

## Stepwise Procedure

### Step 1 - Pass Special Resolution

Pass a special resolution in the general meeting approving the conversion.

### Step 2 - Obtain Written No-Objections

Obtain no objection in writing from:

All members, AND
All creditors.

### Step 3 - File the Special Resolution (within 30 days)

File a copy of the special resolution with the Registrar of Companies within 30 days from the date of passing in Form No. MGT-14.

### Step 4 - File Application in Form INC-6

File an application in Form No. INC-6 along with prescribed fees [Companies (Registration Offices and Fees) Rules, 2014], attaching the following documents:

#	Document
(a)	Affidavit/declaration by directors confirming that all members and creditors have given consent for conversion
(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 - Registrar's Verification and Revised Certificate

On being satisfied that all requirements are complied with, the Registrar shall issue a Revised Certificate of Incorporation mentioning that the company has now become a One Person Company.

## Summary - At a Glance

Step	Action	Form / Document
1	Special resolution	—
2	NOC from all members and creditors	Written consents
3	File SR within 30 days	MGT-14
4	File application with attachments	INC-6
5	Revised COI issued	—

## Memory Hook

'SR - NOC - MGT14 - INC6 - Revised COI'

Worked example

### Example 1

Example: ABC Pvt. Ltd. (a profit-making private company with 3 members and 5 creditors) wishes to convert into an OPC. Steps: (a) Hold GM and pass special resolution; (b) Obtain written NOCs from all 3 members and all 5 creditors; (c) File MGT-14 within 30 days of the SR; (d) File INC-6 attaching directors' affidavit, list of members/creditors, latest audited balance sheet and P&L, and NOC of secured creditors; (e) Registrar issues Revised COI confirming OPC status.

### Example 2

Example 2 - Ineligible: DEF Foundation (a Section 8 private company) cannot convert into an OPC under any circumstances — Section 8 companies are specifically excluded from this route.

⚠️ Common exam mistakes

Forgetting that Section 8 companies cannot convert into OPC — this is an absolute bar.
Confusing MGT-14 (for SR filing) and INC-6 (for the conversion application) — both are required at different stages.
Missing the requirement of NOCs from BOTH members AND creditors — many students remember only members' consent.
Overlooking that the directors must give the consent confirmation by way of an AFFIDAVIT duly sworn — a mere declaration may not suffice.

Bare-Act text Section 18 / Rule 7 · Companies Act, 2013 / Companies (Incorporation) Rules, 2014 · click to expand

A private company other than a company registered under section 8 of the Act may convert itself into 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 the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form No. MGT.14. The company shall file an application in Form No. INC.6 for its conversion into One Person Company along with fees as provided in the Companies (Registration offices and fees) Rules, 2014, by attaching the prescribed documents.

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Conversion - Private Company to OPC (Section 18)

Worked example

⚠️ Common exam mistakes