As provided in rule 6 of the companies (incorporation) rules 2014. Where the paid up capital of the one person company (OPC) exceeds fifty lakes. The average turnover during the relevant period exceeds Rs. 2 crores. It shall cease to be a one person company. It may please be noted that the above rule 6 has been amended by the companies (incorporation) rules 2015. It may effect from 01.05.2015. Prior to the above amendment. The above thresholds were mutually exclusive in that an one person company (OPC) would cease to function as one. If either its paid up share capital exceeded Rs. 50 lakhs. It’s average turnover during the relevant period exceeds Rs. 2 crores.
If the above thresholds are not exceeded. The one person company (OPC) can opt to convert itself into a public limited company or private limited company on its own violation. The relevant period means the period instantly preceding three consecutive financial years.
Convert one person company into a private or public company
The following steps are to be compiled with if you want to convert your one person company (OPC) into a private limited company or public limited company follow these registration steps.
1.The conversion becomes automatically necessary due to the thresholds above being breached as stated. Under the rule 6 of the companies (Registration) rules 2014. You will have to convert yourself into. Either a private limited company or a public limited company. It converts within six months from the date on which the prescribed thresholds are exceeded.
2.If you wish to convert yourself into a private limited company. Ensure that you have at least two members. You will have to appoint at least two directors.
3.For the above conversion, you will have to amend your memorandum of association (MoA). The articles of association (AoA).
4. If you wish to convert yourself into a public limited company. There should be at least seven members in a company. There should be at least three directors. The MoA and articles will also have to be amended. The amendment shall need a special resolution of the OPC is passed. Either at the general meeting or AGM. The date on which special resolution for this purpose has been communicated by the member of the company. It shall be deemed to be the date of the general meeting.
5. Once the MoA and articles have been amended. After the procedure laid down in section 122 (3). Please give notice to the ROC in form no. INC-5 within 60 days from the date on. Which the thresholds laid down in rule 6 (1) of the company (Registration) rules 2014. It will be indicated that the status of the company as an OPC has ceased. The form also includes an assertion that as the company’s paid up capital has exceeded Rs. 2 crores. The company is required to convert itself. Either a private limited company or a public limited company depending upon the manner in which the MoA and AoA of the OPC have been amended.
The following documents will have to be filed with Form
(a) Copy of board resolution authorizing issue of notice.
(b) Copy of special resolution for amending the MoA and AoA.
(c) Copy of duly attested latest financial statement.
(d) Certificate from a CA to practice certifying that average annual turnover has exceeded Rs. 2 crores. during the relevant period of their registration .The paid up capital of the company exceed Rs. Fifty lakhs.
6. If there is any failure on the part of the one person company (OPC). Any officer of the one person company in complying with Rule 6 of the company (Registration) rules 2014. The OPC or any office has paid a fine of Rs. 10,000. The fine which may extend to rupees one thousand.
7. If the thresholds stated above are not exceeded. You my convert the one person company voluntarily into. Either a private limited company or public limited company for their registration. You may increase the minimum number of members to either two or seven. Depending on whether you wish to change into a private limited company or public limited company. In a company the number of directors will also have to increase two or three. You will also have to increase the paid up capital to Rs. 50 losses. Which is the minimum amount necessary for conversion in the company (Registration) rules 2014..
You will also make appropriate alterations. The MoA and AoA by following the required procedure for such registration. If you are doing your business in Coimbatore. The registration of your new company registration may take place in Coimbatore registered office. It may be your private limited company or public limited company. The both company registration is registered in Coimbatore office. The section 18 of the act complies with the requirements.