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Key Benefits

  • Provides limited liability protection, ensuring the proprietor's personal assets remain shielded from business debts and legal claims.
  • Grants the status of a separate legal entity, allowing the business to enter into contracts and own property in its own name.
  • Ensures perpetual succession, meaning the company continues to exist as a body corporate despite the death or incapacity of the member.
  • Facilitates structured tax planning through deductible expenses like director's remuneration and rent, which are not available in a proprietorship.
  • Enhances bankability and creditworthiness, making it easier to secure corporate loans and CC limits from financial institutions.
  • Increases market credibility and professional image, making the business more attractive to large vendors, corporate clients, and tenders.
  • Protects the business brand and name through mandatory registration under the Companies Act, providing a stronger legal foundation.
  • Simplifies future scalability by providing an easy conversion pathway to a Private Limited Company as the business grows.

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Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Overview

The conversion of a Sole Proprietorship into a One Person Company (OPC) is a strategic corporate restructuring governed primarily by Section 18 of the Companies Act, 2013, read with Rule 7 of the Companies (Incorporation) Rules, 2014. For the FY 2025–26 (Assessment Year 2026–27) cycle, this transition is no longer just a legal formality but a complete modernization of the business’s digital and governance framework. Unlike a proprietorship, which is legally synonymous with its owner, an OPC is a "body corporate" with its own PAN, Seal, and distinct legal identity.

In the 2026 regulatory environment, the conversion is facilitated entirely through the MCA V3 Portal using the integrated SPICe+ (INC-32) web service. This platform automates
several historically fragmented steps, including the allotment of the Director Identification Number (DIN), PAN, TAN, and mandatory registrations for EPFO, ESIC, and Professional Tax (where applicable). A critical pillar of OPC governance is the Nominee mechanism under Section 3(1)(c); the proprietor must appoint a nominee whose written consent in Form INC-3 ensures the company’s perpetual existence.

From a financial perspective, the conversion is often structured under Section 47(xiv) of the Income Tax Act, 1961, to achieve "Tax Neutrality." To avoid capital gains tax on the transfer of business assets, the proprietor must maintain at least 50% voting power for a minimum of five years post-conversion. Furthermore, as of 2026, every OPC is strictly required to maintain its books of accounts using Audit Trail (Edit Log) enabled accounting software. This ensures that the historical data "vested" from the proprietorship is merged into an unalterable digital ledger, providing the transparency required for modern statutory audits and assessments.

Document Required (Option A)

Documents
  • 1 Permanent Account Number (PAN) Card of the Proprietor.
  • 2 Aadhaar Card of the Proprietor (must be linked to the mobile number).
  • 3 PAN Card of the Nominee Director.
  • 4 Aadhaar Card of the Nominee Director.
  • 5 Passport-size photographs of both the Proprietor and the Nominee.
  • 6 Proof of Registered Office Address (latest Electricity Bill, Water Bill, or Gas Bill).
  • 7 Rent Agreement along with a No Objection Certificate (NOC) from the owner.
  • 8 Copy of the last Audited Financials or Statement of Assets/Liabilities of the Proprietorship.
  • 9 Business Takeover Agreement (duly stamped).

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Post-Conversion Filings

Step Name Short Description Estimated Timeline
DSC & DIN Acquisition Obtaining Digital Signatures and Director Identification Number for the proprietor. 1–2 Days
Name Reservation (RUN) Reserving a unique name with the suffix "(OPC) Private Limited." 2–3 Days
Drafting MOA & AOA Preparing the charter documents (e-MOA INC-33 and e-AOA INC-34). 2–4 Days
Nominee Consent (INC-3) Executing the nominee's formal consent and identity verification. 1–2 Days
SPICe+ Part B Filing Integrated web-filing for incorporation, tax IDs, and social security. 5–7 Days
Certificate of Incorporation Final scrutiny by the Central Registration Centre (CRC) and issuance of COI. 2–3 Days

Post-Conversion Filings

Compliance Name Description Due Date
Commencement (INC-20A) Declaration of capital subscription before starting operations. 180 Days from COI
Auditor Appointment Appointing a Chartered Accountant as the first auditor (ADT-1). 30 Days from COI
PAN & TAN Update Cancellation of old proprietorship PAN and activation of corporate IDs. 15 Days from COI
GST Migration Amending or obtaining new GST registration for the corporate entity. 30 Days from COI

Penalty and Non-compliance Risk

Triggering of Capital Gains Tax under Section 45
Personal Liability Exposure due to improper vesting
Rejection of SPICe+ forms and loss of government fees
Deactivation of Director Identification Number (DIN)
Cancellation of GST Input Tax Credit (ITC)
Penalty for non-filing of Commencement of Business (INC-20A)
Best Judgment Assessment by Income Tax authorities

FAQs

Is the conversion from proprietorship to OPC tax-free?

Yes, provided the conditions under Section 47(xiv) of the Income Tax Act regarding shareholding and asset transfer are met.

What is the significance of a Nomineein an OPC?
Does the proprietorship PAN continue?
Is an audit mandatory for an OPC?
Can an NRI convert their proprietorship into an OPC?
What happens to existing bank accounts?
Is a Board Meeting required in an OPC?
What is the INC-20A form?
Can I have more than one director?
What is the "Audit Trail" requirement?
How is GST migrated?
Can I convert an OPC to a Private Limited later?

Seamless Compliance for Your Business

Focus on growing your business while we handle the complexities of statutory compliance. From GST filing to Annual Audits, our automated systems ensure you never miss a deadline.

CA
  • GST Filing & Reconciliation
  • Income Tax Returns (ITR)
  • TDS/TCS Returns
  • Statutory & Tax Audit
  • ROC Company Filings

What Our Clients Say

Discover what our satisfied clients have to say about their experience working with us

Sandeep Reddy
Founder, Retail Trading Business
" ARK Advisors made our audit process smooth and stress-free. Clear checklist, timely follow-ups, and very practical guidance. "
Anusha Sharma
Partner, Professional Services Firm
" Their team quickly identified compliance gaps and suggested actionable fixes. Reporting was crisp and easy for management to understand. "
Rohit Kulkarni
CFO, Manufacturing Unit
" We got strong process recommendations and control improvements. The audit insights genuinely helped us reduce leakage and improve discipline. "
Meghana Rao
Director, Startup
" Professional, responsive, and very transparent. They explained everything in simple terms and kept the entire process on schedule. "
Imran Khan
Owner, Hospitality Business
" The team ensured our documentation was audit-ready and supported us throughout. Great experience and strong attention to detail. "

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