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Conversion of OPC

29 January 2020

Suppose. A incorporate a one person company in financial year 2018-19 with paid up share capital of 40 lakh and at the end of financial year 2018-19, its Annual turnover is 2.5 cr. Rupees. Do it have to convert itself into private or public company ???

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7 Replies

CS Vishal Mehta (Self Employed) (436 Points)
Replied 29 January 2020

When an OPC has paid up share capital that exceeds Rs.50 lakhs and the annual turnover is above Rs.2 crores, then it is obligatory for them to convert into a private limited company. During the conversion, the members have to just pass a special resolution in the general meeting. Before the resolution is passed, a No objection Certificate has to be taken in writing from the creditors, and the other members. Within fifteen days of the passing of the resolution, company needs to file an application to the registrar along with a copy of the resolution. After the application is filled and the fee payed, the registrar then makes a decision after studying the documents and issues the certificate of conversion.

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Manjeet Shira (18 Points)
Replied 29 January 2020

Sir, after the amendments rule says that opc has to convert itself if its paid up capital exceed 50 lakh or its average annual turnover of relevant period (means period of immediate preceding 3 consecutive year) exceed 2 crore, but here only one year has been completed not three so do A needs to convert or not because as per relevant years its not required but limit of 2 crore is exceeded in first year of incorporation but not of relevant year?

CS Vishal Mehta (Self Employed) (436 Points)
Replied 29 January 2020

Then in such a case, it is not required mandatory but recommended voluntarily.

Manjeet Shira (18 Points)
Replied 29 January 2020

Sir, A opc can not be converted until two year has been expired from date of incorporation. But here only one year has been completed. so mandatory conversion is not possible and Average annual turnover of relevant period has not been exceeded but annual turnover has crossed 2 crore rupee. So does A need to convert or not?

CS Vishal Mehta (Self Employed) (436 Points)
Replied 29 January 2020

Of course OPC can be converted into Pvt Ltd Company after two years of its formation and as you mentioned date of incorporation in bw 2018-19 and presuming it to be in 2018 then in such a case, two years are going to be completed in near future so you must plant to convert it voluntarily and you dont wish to convert then try to keep annual average turnover of preceding 3 years less than 2 cr.

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Manjeet Shira (18 Points)
Replied 30 January 2020

Sir what will be the answer if company was incorporated in 2019-20 and at the end of this year. It crosses turnover of 2 crore? In this case what will be therelevant year ?

Basically my question is what will be therelevant year if OPC crosses the turnover limit in it's year of incorporation? Do we have to wait for 2 more year or in absence of 3 years we assume that one year is relevant year and find average annual turnover accordingly?

CS Vishal Mehta (Self Employed) (436 Points)
Replied 30 January 2020

Calculation of Average Annual Turnover of preceding 3 years starts from the first year of incorporation itself, if it is less than 2 crores after 3 years, then ok otherwise go for the mandatory conversion

and if the OPC is formed in March, 2020 then you have to wait till March 2022 for voluntary conversion