Procedure for Converting a Private Limited Company to an OPC

Jul 31, 2025
Private Limited Company vs. Limited Liability Partnerships

As startups evolve and founders reassess business needs, many look for simpler structures that offer flexibility without compromising legal benefits. One such move gaining traction is the conversion of a Private Limited Company (Pvt Ltd) into a One Person Company (OPC) — especially when a company reduces to a single shareholder or no longer requires multiple directors.

In this blog, we break down the process, eligibility, benefits, and post-conversion obligations involved in converting a Private Limited Company to an OPC in India.

Table of Contents

Private Limited Company

A Private Limited Company is a widely preferred structure for startups and growing businesses in India. It requires:

  • A minimum of 2 directors and 2 shareholders
  • Limited liability protection
  • Separate legal identity
  • Mandatory compliance with the Companies Act, 2013

This structure is ideal for businesses seeking external funding and operational scale. However, it can become administratively heavy for a solo founder or small team.

Related Read: Characteristics of Private Limited Company

One Person Company (OPC)

An OPC is a simplified structure designed for solo entrepreneurs who want the benefits of a corporate entity without the complexities of a Private Limited Company. Key features include:

  • Only one shareholder and one nominee required
  • Limited liability protection
  • Separate legal identity
  • Lesser compliance burden

An OPC is ideal for solo founders, consultants, and professionals transitioning from informal to formal business setups.

Related Read: Advantages of One Person Company

Eligibility Criteria for Converting a Company into an OPC

As per Rule 7 of the Companies (Incorporation) Rules, 2014, a Private Limited Company can be converted into an OPC if:

  • The company has no more than one shareholder (at the time of conversion)
  • The shareholder is an Indian citizen and resident in India (staying in India for at least 120 days during the financial year)
  • The company has no outstanding liabilities or ongoing litigation
  • The company’s paid-up capital is less than ₹50 lakh, and its annual turnover is under ₹2 crore (as per past financials)

Note: These limits may be relaxed depending on MCA updates, so always check the latest provisions.

Benefits of Converting a Company to an OPC

  • Lower compliance requirements – Less paperwork, fewer meetings
  • Sole ownership with control – Ideal for solo founders
  • Limited liability – Personal assets remain protected
  • Separate legal entity – Recognised as a company under law
  • Brand credibility – Enjoys more trust than sole proprietorships

Process for Converting a Private Limited Company to an OPC

Here's a step-by-step breakdown:

1. Board Meeting

  • Pass a resolution to convert the Pvt Ltd company into an OPC
  • Approve a draft of the special resolution for shareholder approval

2. Shareholder Approval

  • Convene an Extraordinary General Meeting (EGM)
  • Pass a special resolution authorising conversion into an OPC

3. Filing with ROC (Registrar of Companies)

  • File Form MGT-14 within 30 days of passing the special resolution
  • File Form INC-6 with the following attachments:
    • Board & shareholder resolutions
    • Updated MOA & AOA (altered for OPC structure)
    • Declaration by directors and shareholders
    • Latest audited financial statements
    • Affidavit stating the company is free of debts and litigation

4. Scrutiny by ROC

  • The Registrar reviews all filings and may request clarifications

Issue of Certificate

Upon successful verification, the ROC issues a Certificate of Incorporation reflecting the conversion from Private Limited to OPC. This certificate carries the same company registration number (CIN), but the company name is updated to include “(OPC) Private Limited.”

Post-Conversion Requirements by the OPC

After conversion, the newly formed OPC must:

  • Update PAN, TAN, GST registrations, bank accounts, contracts, etc.
  • Use the new name with “(OPC) Private Limited” on all communications
  • Maintain books of accounts and comply with annual filing requirements (though fewer compared to a Pvt Ltd)
  • Inform all stakeholders, vendors, and customers about the structural change

Final Thoughts

If you're a solo founder managing a Private Limited Company and want to streamline operations while retaining limited liability, converting to an OPC could be a strategic move. With reduced compliance and full control, you get the best of both worlds- formal recognition with solo flexibility.

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What are the turnover and capital limits for conversion?

To convert a Private Limited Company into an OPC, the following financial thresholds must be met:

  • Paid-up capital must be less than ₹50 lakhs
  • Annual turnover must be less than ₹2 crores (as per the latest profit and loss statement)

These limits are prescribed under Rule 7 of the Companies (Incorporation) Rules, 2014. If your company exceeds these limits, conversion may not be permitted.

How long does it take to convert a private limited company into an OPC?

The conversion process typically takes 3 to 4 weeks, depending on:

  • Accuracy of documentation
  • Timely approval from shareholders
  • Workload at the concerned Registrar of Companies (ROC)
  • Any queries or objections raised by the authorities

Filing forms like MGT-14 and INC-6 correctly the first time helps avoid delays.

Is shareholder approval required for conversion?

Yes, shareholder approval is mandatory. A special resolution must be passed in a duly held Extraordinary General Meeting (EGM). The resolution, along with supporting documents, is then filed with the ROC via Form MGT-14.

Can a foreign national form or be part of an OPC?

No, a foreign national cannot incorporate or be a member/nominee of an OPC in India. Only a natural person who is a citizen of India and a Resident in India (i.e., stayed in India for at least 120 days during the previous financial year) is eligible to form an OPC or be appointed as its nominee.

Related Posts

ROC Compliance Calendar 2025–2026: Important Filing Due Dates for Companies & LLPs

ROC Compliance Calendar 2025–2026: Important Filing Due Dates for Companies & LLPs

Companies and LLPs in India are legally obligated to comply with annual filing requirements under the Companies Act, 2013, and the Limited Liability Partnership Act, 2008. These filings with the Registrar of Companies (ROC) must be completed annually or triggered by specific events. Timely compliance is crucial for companies and LLPs to avoid substantial penalties that can negatively impact business operations and reputation.

Table of Contents

The ROC is a regulatory body under India's Ministry of Corporate Affairs (MCA) responsible for company registration, statutory record maintenance, and ensuring adherence to the Company Act and associated regulations. Non-compliance with ROC filings can result in:

  • Fines and penalties
  • Legal actions against the company and directors
  • Damage to the company's credibility and reputation
  • Difficulties in seeking funding or partnerships

On the other hand, timely compliance demonstrates a commitment to transparency and good governance, which can attract customers, partners, and investors. It also helps avoid heavy penalties and late fees that can strain a company's finances.

ROC Filing Due Date: Detailed Calendar

Here are the key ROC compliance forms and ROC filing due dates for the financial year 2025-2026:

Form Purpose Applicable To Due Date
MSME-1 Reporting outstanding payments to MSMEs > 45 days All specified companies 30.04.2025 (Oct–Mar) 31.10.2025 (Apr–Sep)
NDH-3 Half-yearly return filing for Nidhi companies Nidhi companies 30.04.2025 (Oct–Mar) 30.10.2025 (Apr–Sep)
Form-11 (LLP) Annual return of LLP with business and partner details All registered LLPs 30.05.2025
FC-4 Annual return of foreign company Foreign companies 30.05.2025
NDH-1 Return of statutory compliances Nidhi companies (as applicable) 29.06.2025
DPT-3 Reporting deposits and loans Every company 30.06.2025
PAS-6 Share Capital Audit Report Reconciliation Unlisted public companies 30.05.2025 (Mar) 29.11.2025 (Sep)
FLA Annual return to RBI for FDI/ODI holders Companies with FDI/ODI 15.07.2025
DIR-3 KYC KYC of Directors/DPs All DIN/DPIN holders as on 31.03.2025 30.09.2025
FC-3 Filing annual accounts of foreign company Foreign companies’ branches, liaison, and project offices 31.12.2025
CRA-2 Appointment of Cost Auditor Companies requiring cost audit 30 days from BM or 180 days from 01.04.2025, whichever is earlier
ADT-1 Appointment of Auditor Every company 14.10.2025 (15 days post AGM) 11.10.2025 (OPC)
AOC-4 / XBRL / CFS Filing of annual financial statements Specified companies 29.10.2025 (30 days from AGM) 27.09.2025 (OPC)
MGT-14 Filing resolutions on board report and accounts adoption Limited companies 30 days from board meeting
Demat for Pvt Cos Mandatory demat compliance under amended rules Private companies (excluding small/govt. companies) 30.06.2025
Form-8 (LLP) LLP’s Statement of Account & Solvency Every LLP 30.10.2025
MGT-7 / MGT-7A Annual return with company details MGT-7: All companies MGT-7A: Small Co. / OPC 28.11.2025
CRA-4 Filing of Cost Audit Report Companies under cost audit 30 days from receipt of cost audit report
CSR-2 Reporting on Corporate Social Responsibility contribution Companies required to comply with CSR provisions Due date generally aligns with AOC-4 filing

It's important to note that these ROC filing due dates are tentative and may be revised by the regulatory authority from time to time. Additionally, certain event-based compliances are also applicable in addition to these basic annual compliance obligations. It's crucial to keep track of the applicable due dates for each form to ensure timely compliance and avoid penalties.

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What is the due date for ROC filing?

The due dates for ROC filing vary depending on the specific form and the company's financial year-end. Key due dates include:

  • Form-11 (LLP): Within 60 days from the end of the Financial Year
  • DPT-3: On or before 30th June
  • DIR-3 KYC: 30th September
  • AOC-4: Within 30 days of AGM conclusion
  • MGT-7: Within 60 days from AGM conclusion

Refer to the detailed list of forms and due dates in the article for more information.

How to check ROC compliance status?

You can check your company's ROC compliance status by following these steps:

  1. Visit the Ministry of Corporate Affairs (MCA) website: www.mca.gov.in
  2. Click on the "MCA Services" tab and select "View Company/LLP Master Data"
  3. Enter your Company Identification Number (CIN) or Limited Liability Partnership Identification Number (LLPIN) and captcha code

Click on "Submit" to view your company's master data, which includes the compliance status for various filings

What are the ROC compliances?

ROC compliances refer to the mandatory filings and disclosures that companies and LLPs must make with the Registrar of Companies (ROC) as per the Companies Act, 2013, and the Limited Liability Partnership Act, 2008. These include:

  • Annual filings such as AOC-4 (Financial Statements), MGT-7 (Annual Return), and Form-11 (Annual Return for LLPs)
  • Event-based filings such as PAS-6 (Share Capital Audit Report Reconciliation), ADT-1 (Appointment of Auditor), and MGT-14 (Filing of Resolutions)
  • KYC filings such as DIR-3 KYC for directors and designated partners
  • Other filings like DPT-3 (Return of Deposit), MSME-1 (Outstanding Payments to MSMEs), and CSR-2 (Corporate Social Responsibility Contribution)

How to do ROC form filing?

To file ROC forms, follow these general steps:

  1. Obtain a Digital Signature Certificate (DSC) for the authorised signatory
  2. Register on the MCA portal (www.mca.gov.in) using the DSC
  3. Select the appropriate e-Form from the MCA portal
  4. Fill in the required details and attach necessary documents
  5. Pay the applicable filing fees online
  6. Digitally sign the e-Form using the DSC
  7. Submit the e-Form on the MCA portal

Note that the specific process may vary slightly depending on the form being filed. It's advisable to consult a professional or refer to the MCA's detailed instructions for each form.

Are the forms that need to be filed with ROC monthly or yearly?

Most ROC forms are filed annually or based on specific events, rather than monthly. Some key annual filings include:

  • AOC-4 (Financial Statements)
  • MGT-7 (Annual Return)
  • Form-11 for LLPs (Annual Return)
  • DIR-3 KYC for directors and designated partners

However, certain forms like MSME-1 (Outstanding Payments to MSMEs) and PAS-6 (Share Capital Audit Report Reconciliation) are filed half-yearly. Event-based filings such as ADT-1 (Appointment of Auditor) and MGT-14 (Filing of Resolutions) are submitted as and when the relevant events occur.

 Udyam Vs. Udyog Aadhaar: Key Differences for MSME Registration

Udyam Vs. Udyog Aadhaar: Key Differences for MSME Registration

Micro, Small, and Medium Enterprises (MSMEs) are the heartbeat of India’s economy, contributing nearly 30% to the country’s GDP and employing over 110 million people. Whether it’s a small textile manufacturer in Surat, a local bakery in Bengaluru, or a budding tech startup in Pune, MSMEs fuel innovation, create jobs, and drive regional development.

To simplify this, the government introduced Udyog Aadhaar, and, in 2020, transitioned to Udyam Registration—a move designed to make life easier for MSMEs.

For many small business owners, dealing with paperwork and compliance can feel overwhelming. Udyam Registration streamlines the process, making it easier to access financial aid and government schemes and even improving business credibility.

Table of Contents

What is Udyog Aadhaar?

Udyog Aadhaar was introduced as a unique identification number for MSMEs to simplify the registration process. It replaced the older Small Scale Industries (SSI) registration system, allowing businesses to register with just a single-page form.

The primary purpose of Udyog Aadhaar was to ease the bureaucratic burden on small businesses and provide them with access to government schemes, subsidies, and financial assistance. This simplified registration made it easier for MSMEs to establish credibility and seek funding opportunities.

What is Udyam Registration?

Udyam Registration is the updated and more comprehensive registration system for MSMEs under the Ministry of Micro, Small, and Medium Enterprises.

Unlike Udyog Aadhaar, Udyam Registration is mandatory for businesses to avail themselves of government benefits after 2020. The online registration allows businesses to self-certify their classification as micro, small, or medium enterprises.

The Udyam Registration Certificate is an official document issued by the Ministry of Micro, Small, and Medium Enterprises (MSME) to businesses that successfully register under the Udyam portal. This certificate serves as legal proof of a business’s MSME status and contains a unique Udyam Registration Number.

Since the entire process is online and paperless, businesses can obtain their Udyam Registration Certificate quickly, ensuring seamless access to financial aid and growth opportunities.

Difference Between Udyog Aadhaar and Udyam Registration

Here is the difference between Udyog Aadhaar and Udyam Registration:

Udyog Aadhar Udyam Registration
Eligibility Available for micro and small enterprises Covers micro, small and medium enterprises
Registration Process Simple single-page form submission More detailed online process with verification
Documents Required Aadhar and PAN details for verification Aadhar, PAN, and GSTIN required for verification
Legal Status Optional for MSMEs Mandatory to access government benefits
Identification Number The unique identification number for Udyog Aadhar was known as Udyog Aadhar Memorandum The unique identification provided for Udyam is known as the Udyam registration number
Government Schemes Limited access to schemes Priority access to MSME-focused schemes & initiatives
Validity No specific validity Udyam certificate is valid for a lifetime

{{pvt-cta}}

Top 5 Benefits of Udyog Aadhaar

1. Access to Government Schemes and Subsidies

  • Udyog Aadhaar holders could apply for various MSME support programs, including credit-linked subsidies and financial aid.

2. Easier Loan Approvals

  • Banks and financial institutions provided loans at lower interest rates to Udyog Aadhaar-registered businesses.

3. Enhanced Business Credibility

  • Registration helped businesses gain recognition and build trust with customers, investors, and suppliers.

4. Simplified Government Tender Applications

  • Businesses could easily apply for government tenders, increasing their opportunities in public sector projects.

5. Tax Rebates and Concessions

  • Udyog Aadhaar allowed businesses to benefit from various tax exemptions, reducing operational costs.

5 Key Benefits of Udyam Registration

1. Official Recognition and Credibility

  • Udyam Registration serves as proof of a business’s legal status, making it easier to secure partnerships and attract investors.

2. Better Financial Support

  • MSMEs registered under Udyam get easier access to bank loans, credit facilities, and government funding programs.

3. Simplified Access to Government Schemes

  • Registered businesses can avail themselves of subsidies, grants, and financial incentives tailored for MSMEs.

4. Tax Benefits

  • Udyam-registered MSMEs enjoy tax rebates and exemptions, reducing their overall financial burden.

5. Priority Access to Government Contracts

  • Udyam Registration ensures that businesses get priority consideration in public sector tenders, helping them grow through government contracts.

How to Migrate to Udyam Registration?

With Udyam Registration now mandatory for government benefits, MSMEs registered under Udyog Aadhaar must migrate to the new system. The migration process is straightforward:

  1. Visit the Udyam Registration Portal
    • Go to the official Udyam Registration website.
  2. Enter Udyog Aadhaar Details
    • Provide your Udyog Aadhaar number along with Aadhaar-linked mobile details.
  3. Submit PAN and GSTIN
    • Enter PAN and GSTIN details for verification.
  4. Complete Self-Declaration
    • Fill in business classification details based on investment and turnover.
  5. Receive Udyam Registration Certificate
    • After successful verification, the Udyam Registration certificate is generated.

Migrating to Udyam Registration ensures businesses continue to enjoy financial aid, easier access to credit, and government compliance.

Register Your Limited Liability Company With Razorpay Rize now at just Rs. 1499*!

Conclusion

Understanding the differences between Udyog Aadhaar and Udyam Registration is essential for MSMEs to stay compliant and competitive.

While Udyog Aadhaar served as a stepping stone for MSMEs, Udyam Registration is now mandatory for accessing government benefits, funding opportunities, and enhanced business credibility.

Migrating to Udyam Registration ensures businesses remain eligible for financial support and government schemes, enabling them to grow and thrive in India’s evolving economic landscape. If you haven't yet migrated, now is the time to secure your business's future with Udyam Registration!

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What is the difference between Udyam and Udyog Aadhaar?

Udyog Aadhaar was the earlier system for MSME registration, while Udyam Registration replaced it in 2020 to make the process more streamlined and mandatory for availing government benefits. Udyam requires additional details like PAN and GSTIN and provides better government support.

Is it mandatory to convert Udyog Aadhaar to Udyam?

Yes, businesses that were previously registered under Udyog Aadhaar must migrate to Udyam Registration to continue availing of government schemes, subsidies, and benefits.

Can I have two Udyam registrations?

No, an enterprise can have only one Udyam Registration linked to its PAN. However, a business can list multiple activities under the same registration.

How long does it take to get a Udyam number?

After obtaining Udyam Registration, businesses should:

What is the next step after Udyam registration?

After obtaining Udyam Registration, businesses should:

  • Download the Udyam Certificate for records.
  • Apply for government schemes and financial support.
  • Update business details if required.
  • Utilise benefits such as loans, tax exemptions, and subsidies.

Who is eligible for Udyam?

Micro, Small, and Medium Enterprises (MSMEs) engaged in manufacturing, production, processing, or service activities are eligible for Udyam Registration. The eligibility is based on turnover and investment limits defined by the government.

Who is eligible for Udyog Aadhaar?

Previously, Micro and Small Enterprises could register under Udyog Aadhaar. However, this system has been replaced by Udyam Registration, which is now the mandatory process.

Is Udyog Aadhaar free of cost?

Yes, Udyog Aadhaar registration was free of cost. Similarly, Udyam Registration is also completely free and can be done online through the official MSME portal.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

Read more
Form MGT-8: Applicability, Format, and Requirements

Form MGT-8: Applicability, Format, and Requirements

For businesses, staying compliant with regulations isn’t just about ticking boxes—it’s about building trust with investors, customers, and regulators. One such important compliance requirement is Form MGT-8, a certification that ensures companies are meeting legal obligations while filing their annual returns.

If your company falls under certain criteria, you must get this form certified by a practising Company Secretary (CS) to confirm that your annual return is accurate and meets all legal requirements.

Understanding who needs to file Form MGT-8, its format, and compliance requirements can help companies avoid unnecessary risks and maintain smooth operations.

Table of Contents

What is Form MGT-8?

Form MGT-8 is a certification issued by a practising Company Secretary to validate that a company’s annual return complies with the provisions of the Companies Act of 2013. It assures that the company has accurately disclosed its financial and operational details, ensuring transparency and accountability.

The certificate covers aspects such as shareholding structure, board composition, meetings, and statutory records.

When Is Form MGT-8 Required?

Form MGT-8 is required in specific scenarios where companies exceed certain financial thresholds or have a specific status. It is mandatory for:

  • Listed companies
  • Companies with a paid-up share capital of ₹10 crores or more
  • Companies with a turnover of ₹50 crores or more

Form MGT-8 Format

Essential Components of the Form

Form MGT-8 is a certification report that includes various essential components to ensure compliance with the Companies Act, 2013. These components typically include:

  • Company Details – Name, registration number, and details of the company.
  • Certificate of Compliance – A statement certifying the company's adherence to the Act’s provisions.
  • Verification of Financial Records – Confirmation that financial statements have been audited and filed according to the law.
  • Board and Shareholder Meeting Details – Confirmation of meetings held and compliance with relevant provisions.
  • Transaction and Borrowing Details – Verification of loans, borrowings, and any changes in share capital.
  • Auditor Details – Information related to the appointment and reappointment of auditors.

Structure and Key Sections

Form MGT-8 follows a structured format, typically divided into the following sections:

  1. Part A: Company Overview
    • Includes company name, CIN (Corporate Identification Number), and registered address.
  2. Part B: Compliance Statements
    • Lists the provisions of the Companies Act, 2013 under which the company is required to comply. It includes details on financial statements, board meetings, and share capital transactions.
  3. Part C: Certification
    • The company secretary provides a certificate stating that the company has adhered to all the relevant provisions of the Act.
  4. Part D: Signature and Date
    • The form ends with the signature of the certifying company secretary, along with the date of certification.

Applicability of Form MGT-8

As per Section 92(2) of the Companies (Management and Administration) Rules, 2014, certain companies must have their annual returns certified by a practising Company Secretary. This applies to:

  • Listed companies
  • Companies with a paid-up share capital of ₹10 crores or more
  • Companies with a turnover of ₹50 crores or more

This certification ensures the company meets all statutory compliance requirements before submitting its annual return.

Related Read: LLP Form 11; Annual Return

Contents of Form MGT-8

Form MGT-8 contains several key elements that ensure a company is in compliance with the Companies Act of 2013. The contents include:

  • Company details: Name, registration number, and principal business activities.
  • Share capital structure: Details of shares issued and ownership distribution.
  • Compliance confirmation: Verification of board meetings, statutory filings, and regulatory approvals.
  • Certifications: Declaration by the practising Company Secretary affirming that the company has adhered to all relevant legal provisions.

Contents of the Form MGT-8 Report

The company secretary must certify that the annual return of the company is accurate and in compliance with the provisions of the Companies Act, 2013. The key points covered in the report include:

  • Status of the Company – The company’s legal status under the Companies Act.
  • Maintenance of Registers and Records – Ensuring records are updated within prescribed timelines.
  • Filing of Forms and Returns – Confirmation that necessary filings were made to the appropriate authorities.
  • Board Meetings – Verification that board and committee meetings were conducted correctly.
  • Register of Members/Shareholders – Confirmation of compliance with closure and maintenance requirements.
  • Loans to Directors – Adherence to provisions under Section 185 of the Companies Act for loans to directors.
  • Changes in Share Capital – Details on share capital transactions (issue, transfer, buyback, etc.).
  • Dividend Rights – Assurance that dividend-related processes have been followed.
  • Investor Education and Protection Fund – Confirmation of amounts moved to this fund as per Section 125.
  • Financial Statements – Certification that audited financial statements are signed and compliant with Section 134.
  • Director & KMP Appointments – Verification of appointments, reappointments, and remuneration of directors and key managerial personnel.
  • Auditor Appointments – Confirmation that auditor appointments comply with Section 139.
  • Approval from Authorities – Ensuring necessary approvals have been obtained.
  • Acceptance of Deposits – Compliance with the acceptance, renewal, and repayment of deposits.
  • Borrowings and Charges – Details on borrowings and matters related to charges.
  • Loans/Investments/Guarantees – Compliance with Section 186 for providing loans/investments to bodies corporate or individuals.
  • Alteration of AoA/MoA – Confirmation of any changes to the Articles or Memorandum of Association.

Looking to register your Sole Proprietorship Company? Head over to Razorpay Rize and complete your company registration!

Compliance Aspects

The compliance aspects covered by Form MGT-8 include:

  • Corporate Governance: Ensuring proper board structure and transparency in decision-making.
  • Regulatory Filings: Confirmation that the company has submitted all required returns and documents.
  • Financial Reporting: Validation of financial statements and records.
  • Board Meetings & Resolutions: Verification of proper conduct of board meetings and resolutions.
  • Loans & Related Party Transactions: Ensuring transactions comply with legal provisions.
  • Approvals & Authorizations: Confirmation that necessary approvals from the Central Government or regulatory authorities are obtained where required.

Consequences of Non-Compliance

Failure to comply with the requirements of Form MGT-8 can result in serious consequences, including:

  • Penalties and Fines: Companies and responsible officers may face monetary penalties for non-compliance.
  • Legal Action: Regulatory authorities may initiate legal proceedings against defaulting companies.
  • Reputation Damage: Non-compliance affects investor confidence and the company's credibility.
  • Operational Restrictions: Companies may face restrictions in obtaining loans, tenders, and other business opportunities.

Conclusion

Form MGT-8 is a critical compliance document that ensures companies adhere to the Companies Act of 2013. It is mandatory for listed companies and those meeting specific financial thresholds.

By obtaining certification from a practising Company Secretary, companies can confirm their adherence to legal requirements, reducing regulatory risks. Understanding its applicability, format, and compliance aspects helps businesses maintain transparency and corporate governance.

Companies must meet the necessary compliance requirements to avoid penalties and safeguard their business interests.

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Who is eligible for MGT-8?

Form MGT-8 can only be certified by a Company Secretary in Practice (CS). A CS is eligible to certify this form if they are a member of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate of practice. This ensures that the certification complies with legal and regulatory standards.

What is MGT-8 filed for?

Form MGT-8 is filed to certify that a company has complied with the provisions of the Companies Act, 2013, and the rules made thereunder. It is specifically used for certifying the annual return of the company, ensuring that the company's records, meetings, filings, transactions, and governance practices are in compliance with the legal requirements.

What is the difference between MGT-8 and secretarial audit?

  • MGT-8: This is a certificate provided by a company secretary in practice, confirming that the company's annual return complies with the requirements of the Companies Act, 2013. It is more focused on the company’s compliance with the law and internal governance.
  • Secretarial Audit: A secretarial audit is a comprehensive examination of a company’s records and operations to ensure compliance with various laws and regulations (including corporate governance and SEBI regulations). It is a more detailed and extensive process compared to MGT-8, usually required for larger companies.

Can MGT-8 be digitally signed?

Yes, MGT-8 can be digitally signed by the company secretary in practice who is certifying the form. The digital signature ensures the authenticity and validity of the document, in line with the requirements for filing documents electronically with the Registrar of Companies (RoC).

Who is required to file MGT-8?

The filing of Form MGT-8 involves the following steps:

How to file MGT-8?

The filing of Form MGT-8 involves the following steps:

  1. Preparation: The company secretary in practice certifies the company’s compliance with the Companies Act, 2013 and prepares Form MGT-8.
  2. Certification: The company secretary certifies the annual return, ensuring it is in line with the legal requirements.
  3. Submission: Form MGT-8, along with the annual return (MGT-7), is filed with the Registrar of Companies (RoC) through the Ministry of Corporate Affairs (MCA) portal. The company secretary digitally signs the form before submission.
  4. Filing Fee: Pay the prescribed filing fee on the MCA portal at the time of submission.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

Read more

Rize.Start

Hassle free company registration through Razorpay Rize

in just 1,499 + Govt. Fee
With ₹0 hidden charges

Make your business ready to scale. Become an incorporated company through Razorpay Rize.

Made with ❤️ for founders

View our wall of love

Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
https://zillout.com/
Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
https://zillout.com/