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Proprietorship to OPC Conversion

Convert Proprietorship to OPC in India
One founder, full corporate shield

A Proprietorship is easy to start, but as your business grows, it comes with limitations such as unlimited personal liability, no separate legal identity, and lower business credibility. Proprietorship firm to OPC conversion helps you upgrade your business into a legally recognized corporate structure while keeping complete ownership in the hands of a single founder. A One Person Company (OPC) under the Companies Act, 2013 offers limited liability protection, separate legal identity, better brand credibility, and improved business continuity.

At Legal Terminus, we handle the complete Proprietorship firm to OPC conversion process — including OPC incorporation through the MCA portal, PAN & TAN application, GST migration support, and assistance with updating bank accounts and business registrations. Supreme Plans also include 12 months of compliance support.

URC-1 + URC-2 Filed
Section 366 Compliant
Limited Liability
100% Founder-Held

500+

OPC + URC-1 conversions

End-to-End Transition

GST + Bank + Licenses + IP

7+

Years of Compliance Expertise

CHOOSE YOUR PLAN

Convert your proprietorship into an OPC at pocket-friendly prices

* BASIC
ELEMENTAL
₹18,999
₹13,999
+ Govt fee, stamp duty & GST extra
  • Section 366 eligibility audit + URC-1 path advisory
  • Name Search & SPICe+ Part A Name Reservation (up to 4 names)
  • DSC for proposed Director + Nominee
  • DIN for proposed Director (via SPICe+)
  • Form URC-2 NEWSPAPER ADVERTISEMENT - drafting
  • (English + vernacular - 21-day objection window managed)
  • Affidavits, consents, declaration of solvency
  • List of members / creditors + audited statement of accounts
  • MOA + AOA drafting (standard OPC template)
  • Form INC-3 (Nominee Consent) + INC-9 (Declaration)
  • SPICe+ Part B + AGILE-PRO-S filing alongside URC-1
  • Form URC-1 APPLICATION drafting + filing on MCA portal
  • PAN + TAN coordination
  • Certificate of Incorporation (under Sec 367) delivery
* MOST POPULAR
ENRICHED
₹24,499
₹19,999
+ Govt fee, stamp duty & GST extra
  • Everything in Elemental
  • Proprietorship GST cancellation (Form REG-16)
  • Fresh GST registration under OPC (Form REG-01)
  • ITC carry-forward via Form ITC-02 (transfer of business)
  • Corporate Bank Account Opening Documents
  • 1st Board Resolution documentation
  • First Auditor Appointment Filing - ADT-1
  • Share Certificate issuance
  • Commencement of Business filing (INC-20A)
  • Udyam / MSME Registration migration
  • 60-day post-incorporation advisory
* 6-MONTH SERVICE
SUPREME
₹34,499
₹24,999
+ Govt fee, stamp duty & GST extra
  • Everything in Enriched
  • Statutory registers (members / directors / charges)
  • Letterhead + invoice template (OPC format)
  • Annual ITR Filing - Company (1st FY)
  • Financial Statements Filing - AOC-4
  • Annual Return Filing - MGT-7A (OPC simplified)
  • Auditor Appointment Filing in 1st AGM - ADT-1
  • Proprietorship winding-up + bank closure pack
  • 90-day post-issuance senior-CS helpline
* FULL-SERVICE 12-MONTH
SUPREME PLUS
₹52,499
₹34,999
+ Govt fee, stamp duty & GST extra
  • Everything in Supreme
  • Directors' Report preparation
  • Documents preparation for 1st AGM (OPC waiver attested)
  • List of Shareholders + List of Directors (statutory format)
  • Minutes of Board & General Meetings (1st FY)
  • Director KYC (DIR-3 KYC) - 1 year
  • 12-month MCA compliance package
  • Shop & Establishment registration migration
  • Trade License amendment (Municipal Corporation)
  • Trademark Assignment (Proprietorship -> OPC) via Form TM-P
  • Asset Transfer Agreement (Proprietorship -> OPC)
  • Statutory auditor liaison + audit support
  • Senior CA + Company Secretary-led monthly review

Indicative Government & Out-of-Pocket CostsBilled at Actuals

Per current MCA SPICe+ tariff + Section 366 conversion rules + State Stamp Duty schedules:

Cost HeadTypical RangeNotes
MCA Filing Fee - SPICe+ + URC-1Rs.0 - Rs.610Rs.0 for authorised capital up to Rs.15 lakh; URC-1 filing fee separate
SPICe+ Part A (Name Reservation)Rs.1,000Per attempt; up to 4 names per attempt
URC-2 Newspaper AdvertisementRs.4,500 - Rs.18,000English + vernacular newspaper; rates vary by State + circulation
Stamp Duty - MOA + AOARs.500 - Rs.12,600State-based; Maharashtra / Delhi low, Punjab / Kerala high
Stamp Duty - Asset Transfer AgreementRs.500 - Rs.3,000+Required under Supreme / Supreme Plus only; State-based
Class 3 DSC (2-year)Rs.1,999 / personDirector + Nominee = 2 DSCs
PAN + TANRs.0Issued free with COI
GST Cancellation + Re-RegistrationRs.0Free; only our consultancy charges
INC-20A (Commencement)Rs.200 - Rs.400Filed within 180 days of incorporation
Affidavit + Notarisation (URC-1)Rs.500 - Rs.1,500Multiple affidavits required

TERMS & CONDITIONS

By subscribing to the above plans, you agree to abide by our following additional terms and conditions

  1. Statutory Anchor - Section 366 / Chapter XXI Part I: Conversion of a proprietorship to a One Person Company is undertaken under PART I OF CHAPTER XXI (Sections 366 - 374) of the Companies Act, 2013 read with the COMPANIES (AUTHORISED TO REGISTER) RULES, 2014, by filing FORM URC-1 (Application for Registration as a Company) on the MCA portal - with FORM URC-2 (Notice / Advertisement to the public) published in two newspapers (one English + one vernacular language of the State) at least 21 DAYS BEFORE filing URC-1. On approval, the Registrar issues a fresh Certificate of Incorporation under SECTION 367 - the entity now legally exists as an OPC under the Companies Act, 2013.
  2. OPC Eligibility (Rule 3 + 2021 Amendment): Per Rule 3 of the Companies (Incorporation) Rules 2014 (as amended by the Companies (Incorporation) Second Amendment Rules 2021, effective 1 April 2021): (a) only a NATURAL PERSON who is an INDIAN CITIZEN can incorporate / convert to an OPC; (b) NRI Indian citizens are also eligible; (c) the person must have RESIDED IN INDIA for at least 120 DAYS in the preceding financial year (reduced from 182 days); (d) ONE PERSON cannot incorporate more than ONE OPC at a time, nor be a nominee in more than one OPC; (e) the OPC must NOMINATE a person who becomes member on the original member's death / incapacity (Form INC-3).
  3. URC-2 Newspaper Advertisement Mandatory: FORM URC-2 must be published in TWO NEWSPAPERS - ONE in ENGLISH and ONE in the PRINCIPAL VERNACULAR LANGUAGE of the State / Union Territory where the proprietorship is situated, AT LEAST 21 DAYS BEFORE filing URC-1. The advertisement invites OBJECTIONS from creditors / members / public. Objections received during the 21-day window must be addressed before URC-1 filing. Advertisement costs vary by State + newspaper circulation (typically Rs.4,500 - Rs.18,000 total) and are pass-through at actuals.
  4. URC-1 Documentation Pack: Form URC-1 application must be filed with: (a) list of members / partners with addresses + occupations + shareholding, (b) list of creditors with claims and consents / no-objection, (c) AUDITED STATEMENT OF ACCOUNTS of the proprietorship (not older than 30 days from URC-1 filing), (d) declaration of solvency by the proprietor, (e) consents of all members / creditors for conversion, (f) URC-2 newspaper cuttings + objection-handling note, (g) affidavit confirming compliance with Section 366 + Rules, (h) proposed MOA + AOA. We curate the entire pack as part of all plans.
  5. Plan Scope - Migration Coverage: Elemental covers ONLY the conversion (URC-1 + URC-2 + SPICe+ Part B + CoI). Enriched adds GST migration (cancellation + fresh GSTIN) + corporate bank account opening + Udyam + MSME + INC-20A (COB) + Share Certificate. Supreme adds statutory filings (ITR + AOC-4 + MGT-7A + ADT-1) + proprietorship winding-up. Supreme Plus adds documents preparation for conducting 1st AGM + filling all relevant forms to the ROC for 1st FY + asset transfer agreement + license amendments (Shop & Estd / Trade License) + Trademark Assignment (TM-P).
  6. Government Fees + Stamp Duty + Out-of-Pocket: MCA filing fee = Rs.0 for authorised capital up to Rs.15 LAKH (per current SPICe+ tariff). URC-1 filing fee per MCA tariff (typically Rs.200 - Rs.600). Stamp duty on MOA + AOA varies by State (Rs.500 - Rs.12,600). URC-2 newspaper advertisement charges (Rs.4,500 - Rs.18,000 typical). DSC issuance = Rs.1,999 per DSC (vendor charges). Affidavit + notarisation = Rs.500 - Rs.1,500. All government fees + stamp duty + DSC + newspaper charges are billed at actuals on top of our professional fee.
  7. GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout.
  8. Asset / Liability Transfer (Supreme Plus): Movable + fixed assets of the proprietorship are transferred to the OPC by way of an Asset Transfer Agreement (drafted by us in Supreme Plus). Stamp duty on Asset Transfer Agreement payable in the State of execution. Section 47(xiv) of the Income-tax Act provides capital-gains exemption subject to conditions (Supreme Plus includes the structuring note).
  9. Refund Policy: Full refund of professional fee (less Rs.1,499 documentation handling) is available if SPICe+ Part B + URC-1 application is not submitted within 15 working days from receipt of all required documents + URC-2 publication clearance + DSC + government fees. Government fees, stamp duty and DSC charges which are already incurred are non-refundable.
  10. Out-of-Scope Items: Income-tax restructuring (full advisory separately quoted), transfer pricing review, customs / EXIM portfolio migration, ESOP / Sweat-equity plan drafting, shareholders' agreement (not relevant for OPC), bank-loan restructuring, prior-year ITR re-filing, complex creditor objections requiring litigation, RD approval applications for objections-not-resolved cases, and litigation involving the proprietorship's pending dues are NOT included in the base plans.
Proprietorship to OPC Conversion by Legal Terminus

Legal Terminus Priority ⚖

Proprietorship to OPC Conversion may look like a simple company registration process, but a proper conversion involves multiple legal and compliance steps under the Companies Act, 2013. Documentation, creditor consent, newspaper publication, ROC filing, and business transition planning all play an important role in smooth approval and future compliance.

With LT Priority, your Proprietorship Firm to OPC Conversion is handled by experienced company law professionals who carefully manage the complete process — from eligibility review to final incorporation and business transition support.

What you get

  • ⚡Priority processing and faster filing support throughout the conversion process
  • 📑Proper drafting and handling of URC-1, URC-2, SPICe+ and related MCA filings
  • 🛡Senior Company Secretary review before final submission
  • 📲Dedicated coordination and real-time status updates during the process
  • 📅Post-incorporation compliance guidance and annual filing reminders

Important Notes

  • URC-2 newspaper advertisement MUST run 21 days BEFORE URC-1 filing - this is a hard statutory waiting period. Plan your timeline: URC-2 advertisement (Day 0) -> 21-day objection window (Day 21) -> URC-1 filing (Day 22+). Skip this window or file URC-1 early, and the Registrar rejects the application. Coordination of English + vernacular publication is part of all plans.
  • ELIGIBILITY: ONLY an Indian citizen (or NRI Indian citizen with 120-day residency in the preceding FY - effective 1 April 2021) can be the SOLE MEMBER of an OPC. Foreign nationals (non-citizens) CANNOT convert their proprietorship to an OPC - they should look at WOS or Pvt Ltd instead. ONE PERSON RULE: you can only hold ONE OPC at a time + cannot be a nominee in more than one OPC.
  • AUDITED STATEMENT OF ACCOUNTS REQUIRED: Form URC-1 requires an AUDITED Statement of Accounts of the proprietorship, NOT older than 30 days from URC-1 filing. If your proprietorship books are not audit-ready, factor in 7-10 days for the audit before URC-1 can be filed. We coordinate with your existing CA or arrange a fresh audit.
  • CREDITOR / MEMBER OBJECTIONS: The URC-2 newspaper window invites objections from creditors, members, and the public. If material objections are received, the conversion may need RD approval, creditor settlement, or other resolution before the Registrar acts on URC-1. Most clean cases proceed without objections; problem cases can extend timeline by 30-60 days.
Consult a Conversion Expert
Why convert Proprietorship to OPC illustration

Why Convert Proprietorship to OPC

A Proprietorship is one of the simplest ways to start a business, but it has certain limitations as it grows. Since the owner and the business are legally the same, the proprietor is personally liable for all business debts and obligations. It can also be challenging to build credibility, raise funds, or ensure long-term business continuity.

Converting a Proprietorship into a One Person Company (OPC) provides the benefits of a separate legal entity and limited liability while allowing the founder to retain complete ownership and control. Recognized under the Companies Act, 2013, an OPC enhances business credibility, supports corporate banking and tender participation, and ensures better continuity. The conversion is completed through MCA filings, including URC-1 and SPICe+ forms, with recent legal amendments making OPC registration more flexible and founder-friendly.

Form URC-1 + Form URC-2: The Section 366 Conversion Path

Section 366 of the Companies Act, 2013 + the Companies (Authorised to Register) Rules, 2014 lay out the conversion path. Two forms drive the process - URC-1 (the application) and URC-2 (the newspaper notice). Here's what each does:

FormPurposeKey Requirements
URC-2PUBLIC NOTICE / NEWSPAPER ADVERTISEMENTTwo newspapers (1 English + 1 vernacular) | At least 21 DAYS BEFORE URC-1 filing | Invites objections from creditors / members / public | Specifies intention to register as company under Section 366
URC-1APPLICATION FOR CONVERSION AS A COMPANYFiled on MCA portal after URC-2 21-day window | Attaches audited statement of accounts (not older than 30 days), list of members + creditors, consents, declaration of solvency, affidavits, URC-2 newspaper cuttings, proposed MOA + AOA
SPICe+ Part BINCORPORATION + PAN + TAN + AGILE-PRO-SFiled in PARALLEL with URC-1, covers PAN + TAN + GSTIN + EPFO + ESIC + Bank Account application
Form INC-3NOMINEE CONSENTMandatory for OPC - nominates becomes member on original member's death / incapacity
Form INC-9DECLARATIONDeclaration by director + member confirming compliance with Companies Act
Certificate of Incorporation (Sec 367)ISSUED BY ROCOn approval, fresh CIN issued + PAN + TAN auto-generated + AGILE-PRO-S registrations triggered

Proprietorship vs One Person Company (OPC) - The Comparison

Here's how the two compare on the parameters that actually matter:

ParameterProprietorshipOne Person Company (OPC)
Statutory AnchorUnregistered, no ActCompanies Act 2013, Section 2(62)
Legal IdentityProprietor/Member is the businessSeparate legal person (distinct from member)
LiabilityUNLIMITED - personal assets exposedLIMITED to unpaid share capital
Ownership100% with proprietor100% with sole member
Perpetual SuccessionDies with proprietorContinues - nominee inherits on death / incapacity
Min CapitalNo minimumNo minimum (any amount works)
Annual CompliancePersonal ITR + GST returnsAOC-4 + MGT-7A (ITR + GST lighter than Pvt Ltd)
AGM RequirementNot applicableNOT MANDATORY for OPC (Section 96(1) carve-out)
Statutory AuditOnly if turnover > ITR audit limitMandatory if turnover > Rs 2 crore OR PUC > Rs 50 lakh
Cash Flow StatementNot applicableNOT MANDATORY for OPC
FundraisingLimited to bank credit + personal loansBank credit + investor-ready + convertible debentures
Conversion RouteN/A - just open the businessURC-1 + URC-2 (Section 366) for existing proprietorship

Types of Converting Proprietorship to an OPC

01

Form URC-2 - Newspaper Advertisement (All Plans)

MANDATORY notice published in TWO newspapers (one English + one vernacular language of the State / UT where the proprietorship is situated). Published AT LEAST 21 DAYS BEFORE filing URC-1. Invites objections from creditors / members / public. We draft the URC-2 text in compliant format, coordinate publication, and manage the 21-day objection window.

02

Form URC-1 - Conversion Application (All Plans)

Application for registration of the proprietorship as a company under Section 366 of the Companies Act, 2013. Filed on MCA portal with: audited statement of accounts (not older than 30 days), list of members / creditors with consents, declaration of solvency, affidavits, URC-2 newspaper cuttings, proposed MOA + AOA. We curate the entire documentation pack.

03

SPICe+ Part A - Name Reservation (All Plans)

Reserve up to 4 proposed names for the OPC via SPICe+ Part A on the MCA portal. Approval typically in 1-2 days. Name must end with '(OPC) Private Limited'. We run a comprehensive search across MCA + TM database to avoid identical / similar / prohibited names + ensure trademark clean-up.

04

SPICe+ Part B + AGILE-PRO-S - Incorporation (All Plans)

Combined incorporation form on MCA portal filed IN PARALLEL with URC-1. Covers PAN + TAN + AGILE-PRO-S (combined GST, EPFO, ESIC, Profession Tax, Bank Account application). MOA + AOA + INC-3 (Nominee Consent) + INC-9 (Declaration) attached. CIN issued under Section 367 on approval.

05

Form INC-3 - Nominee Consent (All Plans)

Mandatory under Section 3(1)(c) + Rule 3. Nominee must be Indian citizen + Indian resident + adult + must consent on Form INC-3. We co-draft the nominee declaration + secure the consent + file with SPICe+. Nominees can be changed later via Form INC-4.

06

GST Migration (Enriched / Supreme / Supreme Plus)

Proprietorship GST cancellation (Form REG-16, citing 'transfer of business' as reason). Fresh GST registration under OPC (Form REG-01, typically triggered via AGILE-PRO-S during SPICe+ filing). ITC carry-forward via Form ITC-02 (transfer of business).

07

Asset / Liability Transfer Agreement (Supreme / Supreme Plus)

Asset Transfer Agreement drafted for movables + fixed assets + intangibles + work-in-progress + receivables. Liabilities transferred subject to creditor consent (loan novation, vendor consent letters). Tax-efficient structuring per Section 47(xiv) / Section 49 of Income-tax Act (Supreme Plus includes structuring note).

08

Trademark Assignment via Form TM-P (Supreme Plus Only)

Proprietorship-held trademarks assigned to the OPC via Form TM-P (Application for assignment) on the IP India portal. Maintains brand continuity + protects the OPC's IP. Goodwill / without-goodwill structure advised based on business model. Stamp duty on assignment deeds at State actuals.

Benefits of Converting Proprietorship to an OPC

OPC is not just 'incorporated proprietorship.' It's a structural upgrade with material legal, financial, and credibility benefits. Here's what matters:

Limited Liability - Personal Assets Shielded

The single biggest reason to convert. As proprietor, your house, savings, and personal assets are exposed to business debts and litigation. As an OPC member, your liability is LIMITED to your unpaid share capital. Banks, suppliers, customers, courts all treat the OPC as a separate legal person - your personal assets are insulated.

Section 366 Statutory Continuity

Conversion via URC-1 + URC-2 under Section 366 is a STATUTORY continuity route - it doesn't require dissolving the proprietorship via wind-up + transfer of every asset individually. The OPC, post-incorporation, inherits the proprietorship's contracts, assets, and operations through the conversion mechanism. Cleaner than wind-up + fresh incorporation.

100% Ownership Retained

Unlike Private Limited Company (which requires minimum 2 members + 2 directors), OPC lets you retain 100% ownership + 100% control. No co-founder dilution, no investor pressure at incorporation, no shareholder agreements to navigate. Just you - with corporate shield.

Perpetual Succession via Nominee

Proprietorship dies with the proprietor - assets, contracts, licenses all have to be inherited and re-registered. OPC continues seamlessly: on the member's death / incapacity, the NOMINEE (named at incorporation via Form INC-3) becomes member automatically. Business continuity is built into the structure.

Easier Bank Credit + Investor Conversations

Banks lend more readily to corporates than proprietors (better debt-to-equity comfort + audited financials + structured KYC). Venture investors / angels DO NOT touch proprietorships but WILL look at OPC convertible-debenture structures. When you eventually want to scale to Pvt Ltd, voluntary conversion is a clean 1-step filing.

Light Compliance vs Private Limited

OPC enjoys key relaxations vs Pvt Ltd: NO AGM mandatory (Section 96(1) carve-out), NO Cash Flow Statement required, simpler annual return (MGT-7A vs MGT-7), board meeting requirement relaxed (min 1 meeting per half-year vs 4 / year), no need for company secretary unless paid-up exceeds threshold. Compliance overhead is materially lighter.

Steps for Converting Proprietorship to an OPC

Eight steps anchored to the URC-1 + URC-2 statutory waiting period. End-to-end timeline: 35-50 working days for clean cases (URC-2 publication + 21-day objection window + URC-1 filing + ROC scrutiny + CoI). Migration items (GST, bank, licenses) run in parallel where possible.

1

Discovery & Section 366 Eligibility AuditDay 0

60-min call with our Company Secretary to confirm: founder's Indian-citizen + 120-day-residency status (Rule 3), nominee identification + consent, single-OPC rule check, business activity + NIC code, registered office, authorised capital, proprietorship's books-audit readiness, list of creditors, current GST / FSSAI / Shop & Estd / Trade License / Udyam / Trademarks.

2

Documents + Audited Statement PreparationDay 1–7

Personalised checklist: founder's PAN + Aadhaar + photograph, nominee's PAN + Aadhaar + INC-3 consent + photograph, registered office proof + NOC, audited statement of accounts of the proprietorship (not older than 30 days from URC-1 filing - we coordinate audit if not ready), list of members + creditors with consents, last 3 years' ITRs + GST returns.

3

DSC + DIN + SPICe+ Part A Name ReservationDay 7–9

DSC procured for director + nominee. DIN auto-applied via SPICe+. SPICe+ Part A filed on MCA portal with up to 4 proposed names ending with '(OPC) Private Limited'. MCA approval typically Day 7-9.

4

URC-2 Newspaper Advertisement - PublicationDay 9–10

Form URC-2 drafted in compliant format. Published in TWO newspapers - ONE English + ONE in the principal vernacular language of the State / UT where the proprietorship is situated. Notice of conversion + invitation for objections from creditors / members / public. Publication date is Day 0 of the statutory 21-day objection window.

5

21-Day Statutory Objection WindowDay 10–31

Mandatory 21-day window during which creditors / members / public can object to the conversion. We monitor incoming objections, respond to legitimate concerns, and prepare an objection-handling note for URC-1. Most clean cases pass through without objections.

6

URC-1 Application + SPICe+ Part B FilingDay 31–33

After the 21-day window closes: Form URC-1 application + SPICe+ Part B + AGILE-PRO-S filed in parallel on MCA portal. Attachments: URC-2 newspaper cuttings, audited statement, list of members + creditors with consents, declaration of solvency, affidavits, INC-3 nominee consent, INC-9 declaration, MOA + AOA.

7

ROC Scrutiny + CoI IssuanceDay 33–45

Registrar of Companies reviews URC-1 + SPICe+ Part B. Any queries / objections (typically: URC-2 cutting clarity, audited statement adequacy, NIC code match) addressed within 7 days. On approval: Certificate of Incorporation issued under Section 367 + PAN + TAN auto-generated + AGILE-PRO-S registrations activated.

8

GST Migration + Asset Transfer + License MigrationDay 45–90

Enriched / Supreme / Supreme Plus: Proprietorship GST cancelled via Form REG-16; OPC's GSTIN already active via AGILE-PRO-S. ITC transferred via Form ITC-02. Corporate bank account opened. Supreme / Supreme Plus: Asset Transfer Agreement signed; FSSAI / Shop & Estd / Trade License / Udyam re-registered or amended under OPC name; proprietorship wound down. Supreme Plus: TM-P trademark assignment.

Documents Required for Converting Proprietorship to an OPC

Six categories — heavier than a fresh OPC incorporation due to URC-1 + URC-2 statutory requirements. We send a personalised checklist after the discovery call.

Applicant & Statutory Documents

Founder, nominee & URC-1 pack

Founder / Sole Member Identity

KYC for the single member / director
  • Founder's PAN + Aadhaar (mandatory linkage)
  • Latest passport-size photograph
  • Email ID + mobile number (for OTP)
  • Bank statement / utility bill (within 60 days) as residence proof
  • For NRI Indian citizens: passport + 120-day residency evidence + overseas address proof
  • DSC (Class-3 Individual, 2-year) for digital signing
  • DIR-3 KYC if existing director

Nominee Documents (Form INC-3)

Mandatory for every OPC
  • Nominee's PAN + Aadhaar + photograph + DSC
  • Form INC-3 (Nominee Consent) signed by nominee on appropriate stamp paper
  • Nominee must be: Indian citizen + Indian resident + adult (18+) + NOT already a nominee in another OPC

URC-1 Statutory Pack

Core conversion documentation
  • AUDITED Statement of Accounts of the proprietorship (not older than 30 DAYS from URC-1 filing)
  • List of MEMBERS / partners with addresses + occupations + capital contribution
  • List of CREDITORS with claim amounts + consent letters / NOCs
  • Declaration of SOLVENCY by the proprietor (on stamp paper – format will be given by us)
  • Affidavits confirming compliance with Section 366
  • Resolution of consent (where applicable)

Office, Notice & Incorporation Docs

URC-2 inputs, office proof & MOA/AOA

URC-2 Advertisement Inputs

For the mandatory newspaper notice
  • Proposed company name (post-name-reservation)
  • Names of subscribers / proposed director + nominee
  • Principal place of business
  • Brief description of the business activity to be carried on by the company
  • State / UT where the proprietorship is situated (determines the vernacular newspaper)

Registered Office + Proprietorship Records

Office proof + existing registrations
  • Address proof of registered office (rent agreement OR ownership document)
  • NOC from owner (if rented)
  • Latest electricity bill / utility bill (within 60 days)
  • Existing proprietorship's PAN + GSTIN + Udyam Certificate + Shop & Establishment Certificate + Trade License + FSSAI License (if applicable) + IEC + any other registrations
  • Last 3 years' ITRs + bank statements

MOA + AOA + Statutory Declarations

Incorporation documents & stamp duty
  • Proposed OPC name (up to 4 options for SPICe+ Part A)
  • Main object clauses
  • Authorised + subscribed share capital
  • Number + value of subscribed shares
  • Other object clauses (incidental + ancillary)
  • Custom AOA inputs (Supreme Plus only)
  • Form INC-9 (Declaration by Director + Member)
  • Stamp duty on MOA + AOA per State rate
  • Stamp duty on Asset Transfer Agreement (Supreme / Supreme Plus)

Proprietorship to OPC — FAQs

Got questions? We've got answers — straight, no-BS, legally accurate.

Proprietorship Firm to OPC Conversion is the process of converting an existing sole proprietorship business into a One Person Company (OPC) under the Companies Act, 2013. This helps the business owner get limited liability protection, a separate legal identity, better credibility, and improved business continuity while still retaining 100% ownership.
A fresh OPC registration is for starting a completely new business. A Proprietorship to OPC Conversion is done when an already running proprietorship business is shifted into an OPC structure. The conversion process involves additional legal steps such as newspaper publication, creditor consent, business continuity documentation, and MCA approval.
Form URC-1 is the main MCA application form used for converting an existing proprietorship business into a company under Section 366 of the Companies Act, 2013. It includes details such as business information, financial statements, creditor details, declarations, and supporting documents.
Before conversion, a public notice is published in newspapers to invite objections, if any, from creditors or the public. This is a mandatory legal requirement under the conversion process and helps ensure transparency.
In most cases, the complete conversion process takes around 35 to 50 working days, depending on document readiness, newspaper publication timeline, MCA processing, and approval stages.
Our professional fee covers consultation, eligibility review, drafting and filing of MCA forms, newspaper publication coordination, document preparation, and incorporation support. Government fees, stamp duty, DSC charges, and newspaper advertisement charges are billed separately at actuals.
Conversion involves additional legal and compliance work such as: Newspaper publication, Creditor consent handling, Financial statement preparation, URC-1 documentation, Business migration support. This makes the process more detailed than a normal OPC incorporation.
An Indian citizen who runs a proprietorship business and satisfies the OPC eligibility conditions under the Companies Act can apply for conversion. The applicant should not already own another OPC and must meet the applicable residency requirements.
Yes. Every OPC must appoint one nominee who will take over the company in case of death or incapacity of the owner. The nominee's consent is filed with MCA during incorporation.
Since the OPC gets a new PAN, a fresh GST registration is usually required in the name of the OPC. Existing GST-related credits and business transitions can also be handled properly during the migration process.
Yes. Business assets, liabilities, licenses, contracts, and operational activities can be transferred to the OPC as part of the conversion process, subject to proper documentation and compliance requirements.
In most cases, yes — subject to MCA name approval rules. The legal name will include the suffix "(OPC) Private Limited", while your brand or trade name can generally continue as before.
Yes. If the trademark is currently owned by the proprietor personally, it can be legally assigned to the OPC through the trademark assignment process.
An OPC provides better business structuring and separation between personal and business finances. In certain cases, tax exemptions may also be available during business transfer, subject to conditions under the Income Tax Act. Specific tax advice depends on the nature of the business and assets involved.
Common documents include: PAN & Aadhaar of proprietor, Business address proof, Bank statement, Proprietorship proof (GST, MSME, Shop License, etc.), Financial statements, Creditor details (if applicable), Passport-size photographs, Utility bill of registered office. Additional documents may be required depending on the business activity.
Major benefits include: Limited liability protection, Separate legal identity, Better business credibility, Easier banking and funding opportunities, Perpetual succession, Structured compliance framework, Improved brand image for clients and vendors.
Legal Terminus provides complete support for Proprietorship Firm to OPC Conversion across India. Our team handles eligibility assessment, MCA filings, newspaper publication, URC-1 documentation, nominee compliance, and incorporation support from start to finish. We also assist with GST migration, bank account transition, business license updates, and post-incorporation compliance guidance — helping business owners smoothly move from a proprietorship structure to a legally recognised corporate entity.

What our customers say about us

Testimonials

Hemant Sahoo

★★★★★

I'm really happy I went with Legal Terminus. Not only was their pricing the most reasonable I found, but the t... Read More

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Dipti Ranjan Sahoo

Director, Ephorsys Private Limited

★★★★★

We are glad to share that our company Ephorsys Private Limited was successfully incorporated with the support... Read More

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Santanu Kumar Sahu

★★★★★

Excellent service for company registration! The staff was very helpful, answered all my questions clearly, and... Read More

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Kirti Ranjan Sahu

Proprietor of Keshab Jewellers

Gobinda Chandra Mishra

Influencer

Babaji Samal

MD, AppsSys Technosoft

Pritam Rath

Director, Stabdha Utility Insights

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