Editor's pickCompliance · Convert Your BusinessRoC New Delhi Jurisdiction
OPC to Private Limited in New Delhi
Private Limited Company registration in India via SPICe+ (INC-32). Minimum 2 directors, ₹1 lakh capital. Get CIN, PAN, GSTN, EPFO, ESIC in one form.
Turnaround
7–14 Days
₹
Starts from
₹1,500
Money-back accuracy
Guaranteed
Total starting from
₹1,500
Professional + estimated government fee
Professional fee₹1,499 starts with
Government fee (est.)₹1 (New Delhi)
Turnaround7–14 Days
Money-back accuracy. CA/CS specialist. Tracked client portal.
WhatsAppCONFIRMEDverified 25 Aug 2026
Total starting from
₹1,500
7–14 Days
Prof: ₹1,499•Govt: ₹1• Guaranteed
Dedicated specialist
CA-led, named point of contact
Tracked client portal
Real-time status, end-to-end
Money-back accuracy
Refile-free if our error
Flat-fee pricing
No hidden charges, ever
About this service
A Private Limited Company (Pvt Ltd) is the most common form of incorporated business in India. It offers limited liability to its shareholders, a separate legal identity distinct from its promoters, and perpetual succession. The incorporation is governed by Section 3(1)(c) of the Companies Act, 2013. The filing instrument is the SPICe+ form (GSR 1210(E) of 2018), which integrates name reservation, incorporation, DIN allotment, PAN, TAN, EPFO, ESIC, GSTIN, and bank account opening in a single electronic filing on the MCA V3 portal with jurisdiction under RoC New Delhi.
Eligibility & thresholds
Minimum
- 2 subscribers to MoA (1 for OPC)
- 2 directors (1 resident Indian)
- ₹1 lakh authorised capital (practical)
Maximum
- 200 members (Section 2(68))
- 15 directors (extendable by SR)
- No maximum on authorised capital
Statutory floor
- No statutory minimum capital
- SPICe+ fee waiver: capital ≤ ₹15 lakh
- Above ₹15L — Table of Fees applies
What's included
Everything in one transparent fee — no add-ons, no surprises.
Document preparation
We draft MoA, AoA, DIR-2, INC-9 and AGILE-PRO-S linked forms.
Government filing
SPICe+ Part A (name) + Part B (incorporation) on MCA V3 portal.
DIN + DSC + PAN + TAN
Auto-allotted via SPICe+. PAN/TAN issued by Income-tax.
GST + EPF + ESIC setup
Optional opt-in via AGILE-PRO-S for simultaneous registrations.
Specialist CA/CS review
An ICSI-qualified CS reviews every filing before submission.
Post-incorporation filing
INC-20A (commencement) filed within 180 days — penalty-free.
Government Fee Breakdown
Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.
| Fee Component | Amount (₹) | Basis / Authority |
|---|---|---|
| Name reservation (SPICe+ Part A) | ₹1,000 | Non-refundable — valid 20 daysMCA |
| Filing fee (SPICe+ Part B) | Nil | Waived for capital ≤ ₹15L per GSR 1210(E) of 2018MCA |
| Stamp duty — MoA + AoA (New Delhi) | ₹2,100 | MoA ₹1,000 + AoA ₹1,000 + ₹100 affixationState |
| DIN allotment (≤3 directors) | Nil | ₹1,000 per DIN beyond the first 3MCA |
| PAN / TAN / EPFO / ESIC / GSTIN | Nil | Auto-allotted through AGILE-PRO-SMultiple |
| Total Government Fee | ₹1 | (for default assumptions stated below) |
Fee Component
Name reservation (SPICe+ Part A)
Amount (₹)
₹1,000
Basis / Authority
Non-refundable — valid 20 daysMCA
Fee Component
Filing fee (SPICe+ Part B)
Amount (₹)
Nil
Basis / Authority
Waived for capital ≤ ₹15L per GSR 1210(E) of 2018MCA
Fee Component
Stamp duty — MoA + AoA (New Delhi)
Amount (₹)
₹2,100
Basis / Authority
MoA ₹1,000 + AoA ₹1,000 + ₹100 affixationState
Fee Component
DIN allotment (≤3 directors)
Amount (₹)
Nil
Basis / Authority
₹1,000 per DIN beyond the first 3MCA
Fee Component
PAN / TAN / EPFO / ESIC / GSTIN
Amount (₹)
Nil
Basis / Authority
Auto-allotted through AGILE-PRO-SMultiple
Total Government Fee
₹1
(for default assumptions stated below)
Government charges only — verified statutory schedule for New Delhi, Delhi. Professional fee separate.
Required documents
Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.
- 1**Consent of sole member** — written consent in Form INC-6 Annexure;**Consent of sole member** — written consent in Form INC-6 Annexure;
- 2**Special Resolution** (if alteration of MoA requires — for converting OPC structure into multi-memb**Special Resolution** (if alteration of MoA requires — for converting OPC structure into multi-member Pvt Ltd — alteration of Articles clause re: number of members);
- 3**Altered MoA** (INC-33 e-MoA) — remove "One Person Company" tag; substitute subscribers clause with**Altered MoA** (INC-33 e-MoA) — remove "One Person Company" tag; substitute subscribers clause with new list of subscribers;
- 4**Altered AoA** (INC-34 e-AoA) — substitute Rule 4(1) relating to OPC structure with multi-member Pv**Altered AoA** (INC-34 e-AoA) — substitute Rule 4(1) relating to OPC structure with multi-member Pvt Ltd structure;
- 5**List of subscribers / first members** (post-conversion — minimum 2 members required for Pvt Ltd —**List of subscribers / first members** (post-conversion — minimum 2 members required for Pvt Ltd — s.3(1)
- 6**List of first directors** (minimum 2 directors — s.149(1) — one must be resident Indian — s.149(3)**List of first directors** (minimum 2 directors — s.149(1) — one must be resident Indian — s.149(3));
- 7**No-objection certificate** from secured creditors (banks/FIs) where OPC has borrowings;**No-objection certificate** from secured creditors (banks/FIs) where OPC has borrowings;
- 8**Latest filed Form INC-20A** (declaration of commencement of business) and AOC-4 + MGT-7A (OPC/smal**Latest filed Form INC-20A** (declaration of commencement of business) and AOC-4 + MGT-7A (OPC/small company annual return) — proof of OPC compliance up to date;
- 9**DSC of director** filing INC-**DSC of director** filing INC-
How it works
Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.
- 1Customer⏱ 1 - 3 Days
Step 1: **I-Pro / Sole Member**
**I-Pro / Sole Member**: Convene member's meeting (since OPC has only one member — written resolution suffices per s.122(3)) — pass resolution authorising voluntary conversion under s.18(3) and alteration of MoA/AoA. - 2I-Pro⏱ 1 - 3 Days
Step 2: **I-Pro**
**I-Pro**: Where MoA alteration requires Special Resolution (e.g., change in objects clause or increase in number of members) — convene General Meeting (only OPC's sole member — special resolution passed) — file **Form MGT-14** within 30 days (s.117). - 3I-Pro⏱ 1 - 3 Days
Step 3: **I-Pro**
**I-Pro**: Prepare altered MoA (INC-33 e-MoA) — substitute clause V (capital) and remove "One Person Company" tag; prepare altered AoA (INC-34 e-AoA) — substitute rule re: OPC with multi-member clauses (number of members ≤ 200, no invitation to public, transfer restrictions). - 4I-Pro⏱ 1 - 3 Days
Step 4: **I-Pro**
**I-Pro**: Identify new members (minimum 2) and new directors (minimum 2 — at least one resident Indian — s.149(3)); obtain DINs for new directors (if not already held) — Form DIR-3; obtain Form DIR-2 consent from new directors. - 5I-Pro⏱ 1 - 3 Days
Step 5: **I-Pro**
**I-Pro**: Prepare **Form INC-6** (Application for conversion of OPC into Pvt Ltd) — attach altered MoA/AoA, list of members, list of directors, NOC from creditors, latest financials. - 6I-Pro⏱ 1 - 3 Days
Step 6: **I-Pro**
**I-Pro**: File Form INC-6 + INC-33 + INC-34 on MCA V3 — affix DSC of director; pay ROC fees per Companies (Registration Offices and Fees) Rules 2014 — Annexure I. - 7I-Pro⏱ 1 - 3 Days
Step 7: **ROC**
**ROC**: ROC examines application — verifies compliance of OPC (annual filings up to date), solvency, NOC from creditors — typically approves within 7–15 working days; issues fresh Certificate of Incorporation (no new CIN — same CIN retained; only company-type flag changes in MCA master data). - 8I-Pro⏱ 1 - 3 Days
Step 8: **I-Pro**
**I-Pro**: Apply for **fresh PAN** (mandatory — PAN changes from "OPC" tag to standard "Pvt Ltd" — actually same PAN retained; only letter of name change to be issued by NSDL/UTIITSL); **TAN** retained; **GST registration** retained (same GSTIN — only legal name updated). - 9I-Pro⏱ 1 - 3 Days
Step 9: **I-Pro**
**I-Pro**: Update statutory registers — Register of Members (MGT-1) with new members; Register of Directors (MGT-1A / DIR-12) with new directors. - 10Regulator⏱ 1 - 3 Days
Step 10: **I-Pro**
**I-Pro**: Convene first Board meeting of converted Pvt Ltd — adopt new MoA/AoA, allot shares to new members, issue share certificates (Form SH-1); file Form MGT-7 (annual return) as Pvt Ltd from next FY (MGT-7A replaced by MGT-7 — for Pvt Ltd, MGT-7 is filed unless small-company criteria met).
Post-registration compliance
What to file next. I-Pro handles these as part of the annual compliance package.
| Filing | Form | Deadline |
|---|---|---|
| Commencement of Business MCA | INC-20A | Within 180 days of incorporation |
| First Auditor Appointment MCA | ADT-1 | Within 30 days of incorporation |
| Annual Financial Statements MCA | AOC-4 | Within 30 days of AGM (by 29 October) |
| Annual Return MCA | MGT-7 | Within 60 days of AGM (by 29 November) |
| Director KYC MCA | DIR-3 KYC | Annually by 30 September |
Filing
Commencement of Business
MCA
Form
INC-20ADeadline
Within 180 days of incorporation
Filing
First Auditor Appointment
MCA
Form
ADT-1Deadline
Within 30 days of incorporation
Filing
Annual Financial Statements
MCA
Form
AOC-4Deadline
Within 30 days of AGM (by 29 October)
Filing
Annual Return
MCA
Form
MGT-7Deadline
Within 60 days of AGM (by 29 November)
Filing
Director KYC
MCA
Form
DIR-3 KYCDeadline
Annually by 30 September
Penalties for non-compliance
Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.
| Non-compliance | Provision | Penalty |
|---|---|---|
| Failure to file INC-20A (Commencement) | Section 10A(2) | ₹50,000 for company + ₹1,000/day for directors (max ₹1 Lakh) |
| Late filing of Annual Return (MGT-7) or Financials (AOC-4) | Section 403 read with Table of Fees | ₹100 per day of delay per form with no statutory ceiling |
| Non-filing of DIR-3 KYC | Rule 12A of Companies Rules | ₹5,000 fee per DIN after 30 September deadline |
Non-compliance
Failure to file INC-20A (Commencement)
Provision
Section 10A(2)
Penalty
₹50,000 for company + ₹1,000/day for directors (max ₹1 Lakh)
Non-compliance
Late filing of Annual Return (MGT-7) or Financials (AOC-4)
Provision
Section 403 read with Table of Fees
Penalty
₹100 per day of delay per form with no statutory ceiling
Non-compliance
Non-filing of DIR-3 KYC
Provision
Rule 12A of Companies Rules
Penalty
₹5,000 fee per DIN after 30 September deadline
Common mistakes to avoid
Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.
- 1Proposing a company name identical or phonetically similar to an existing trademarkWhy: CRC rejects names that infringe on registered marks under Rule 8 of Companies Rules, causing 5–7 days delay.Fix: We run a comprehensive MCA and Trademark Public Search before filing SPICe+ Part A.
- 2Submitting utility bills older than 2 months for the registered office addressWhy: Strict MCA guidelines mandate electricity/gas/water bills must be dated within 60 days of submission.Fix: Our team verifies bill issue dates before portal submission and requests recent statements.
- 3Missing the 180-day deadline to file INC-20A (Commencement of Business)Why: Bank account must be opened and paid-up capital deposited before INC-20A can be certified.Fix: We coordinate current account activation on Day 12 and file INC-20A immediately.
Frequently asked questions
Everything you need to know about this service.
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