Converting a One Person Company (OPC) to a Private Limited Company in India requires following specified steps outlined by the Ministry of Corporate Affairs (MCA). Here’s a general outline of the steps involved:

Convene a meeting of the OPC’s Board of Directors to discuss and approve the transition to a Private Limited Company. A majority of directors must vote in favor of the conversion resolution.

Member consent: Obtain the consent of the OPC’s sole member (shareholder) for the conversion. The member must agree to the conversion via a written resolution or by voting in favor of it at a general meeting.

Application for Conversion: Complete and submit Form INC-6 (Application for Conversion of One Person Company into a Private Company) to the Registrar of Companies (ROC). The application should be accompanied by the relevant documents, which include the Private Limited Company’s Memorandum of Association (MOA) and Articles of Association (AOA).

ROC Approval: Following receipt of the application and papers, the ROC will review them. If satisfied, the ROC will issue a Certificate of Incorporation, reflecting the OPC’s conversion to a Private Limited Company.

Certificate of Registration Issuance: The ROC will assess the application and supporting documentation upon receipt. If satisfied, the ROC will issue a Certificate of Registration reflecting the partnership firm’s conversion to an LLP.

Transfer of Assets and Liabilities: Transfer the partnership firm’s assets and liabilities to the LLP in accordance with the terms agreed upon between the partners. This may include executing asset transfer agreements, receiving appropriate approvals, and updating records.

Compliance with Taxation Laws: Ensure that LLPs comply with applicable taxation laws and regulations, such as getting a new Permanent Account Number (PAN) and meeting Goods and Services Tax (GST) registration requirements, as applicable.

Publication of Notice: Place a notice about the conversion of the OPC into a Private Limited Company in at least one English and one vernacular newspaper circulating in the district where the company’s registered office is located.

Cancellation of OPC Registration: Contact the necessary authorities, such as the ROC, and request that the OPC’s registration be cancelled.