Background

Form INC-6 is prescribed under the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 for the conversion of a One Person Company (OPC) into a Private Limited Company or Public Limited Company, and vice versa (where permitted). The form was introduced to support the evolving needs of businesses that may outgrow the OPC structure due to increased capital, turnover, or operational expansion. It enables companies to formally change their corporate structure while maintaining legal continuity, ensuring compliance with statutory requirements related to membership, capital, and governance. This provision supports business scalability and flexibility within the regulatory framework.

Applicability

A Private Limited Company is require to file INC-6 form

Compliance Requirement under the Act in Accordance with the Companies (Incorporation) Rules, 2014 

1. General Power of Conversion [Section 18(1)]

A company of any class registered under the Act may convert itself as a company of other class by:

• • Alteration of Memorandum of Association (MOA)
  • Alteration of Articles of Association (AOA)
  • In accordance with provisions of Chapter II (Incorporation of Company)

2. Registrar’s Role [Section 18(2)]

On application made by the company, the Registrar shall:

(a) Verify Compliance: Satisfy himself that provisions of Chapter II applicable for registration have been complied with

(b) Close Former Registration: Close the former registration of the company

(c) Register Documents: Register the documents referred to in Section 18(1) (altered MOA and AOA)

(d) Issue Fresh Certificate: Issue a Certificate of Incorporation in the same manner as its first registration

3. Continuity of Legal Obligations [Section 18(3)]

Registration under Section 18 shall not affect:

• • Any debts
  • Liabilities
  • Obligations
  • Contracts

Incurred or entered into by or on behalf of the company before conversion

Enforceability: Such debts, liabilities, obligations, and contracts may be enforced as if such registration had not been done

4. Conversion of OPC Into Private/Public Company [Rule 6]

Resolution Requirement [Rule 6(1)]

The OPC shall alter its MOA and AOA by passing a resolution in accordance with:

• • Section 122(3) of the Act

Purpose:

• • Give effect to the conversion
  • Make necessary changes incidental thereto

Pre-Conversion Compliance [Rule 6(2)]

Before conversion, the OPC must ensure:

(a) Increase Minimum Members:

• • For Private Company: Minimum 2 members
  • For Public Company: Minimum 7 members

(b) Increase Minimum Directors:

• • For Private Company: Minimum 2 directors
  • For Public Company: Minimum 3 directors

(c) Maintain Minimum Paid-up Capital: As per requirements of the Act for such class of company

(d) Compliance with Section 18: Make due compliance of Section 18 for conversion

Filing Form INC-6 [Rule 6(3)]

Form: e-Form INC-6

Documents to Attach:

• • Altered e-MOA (electronic Memorandum of Association)
  • Altered e-AOA (electronic Articles of Association)

Fees: As provided in the Companies (Registration Offices and Fees) Rules, 2014

Registrar’s Approval [Rule 6(4)]

Examination: The Registrar shall examine the latest audited financial statement

On Satisfaction: If requirements have been complied with, the Registrar shall:

• • Approve the form
  • Issue certificate (Certificate of Incorporation pursuant to conversion)

5. Conversion of Private Company Into OPC [Rule 7]

Not Applicable to:

• • Companies registered under Section 8 of the Act (NPO/charitable companies)

Resolution Requirement [Rule 7(1)]

A private company may convert into OPC by passing a special resolution in general meeting

Special Resolution Requirements (as per Section 114):

• • Notice of not less than 21 days
  • Passed by 3/4th majority of members voting
  • Either in person or by proxy

Pre-Resolution Requirement [Rule 7(2)]

Mandatory No Objection:

Before passing the special resolution, the company shall obtain No Objection in writing from:

• • All members, AND
  • All creditors

Filing of Special Resolution [Rule 7(3)]

Form: MGT-14

Filing Deadline: Within 30 days from the date of passing the special resolution

Filed with: Registrar of Companies

Filing Form INC-6 [Rule 7(4)]

Form: e-Form INC-6

Purpose: Application for conversion into One Person Company

Fees: As provided in the Companies (Registration Offices and Fees) Rules, 2014

Documents/Details to Attach:

(i) Altered MOA and AOA:

• • Altered e-MOA
  • Altered e-AOA

(ii) Creditors’ No Objection: Copy of NOC of every creditor with the application for conversion

(iii) Directors’ Affidavit: Affidavit of directors confirming that:

• • All members of the company have given their consent for conversion

Registrar’s Approval [Rule 7(5)]

Condition: On being satisfied and complied with requirements stated in Rule 7

Action: The Registrar shall issue the Certificate (Certificate of Incorporation pursuant to conversion)

Penalty & Punishment

If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues.