Form INC-5 is required to be filed on the MCA portal pursuant to Rule 6(4) of the Companies (Incorporation) Rules, 2014 by One Person Company.
One Person Company is required to give an intimation to the Registrar in Form No INC-5 informing that it has ceased to be a One Person Company by exceeding the threshold limit by virtue of either increase in its paid-up share capital beyond fifty lakh rupees or increase in its average annual turnover during the relevant period beyond two crore rupees.
Moreover, OPC shall file this intimation within sixty days from the date of exceeding threshold and it will have to take necessary steps to convert itself into a private company or a public company as the case may be.
Documents to be attached with Form INC-5
- Certified true copy of board resolution where person giving notice has been authorized
- Copy of the duly attested latest financial statements
- Certificate from a Chartered Accountant in practice for calculation of average annual turnover during the relevant period – This certificate is mandatory to attach if the threshold limit is exceeds on account of average annual turnover
Sample of Form INC-5
Steps to file Form INC-5
Time needed: 5 minutes
- Enter CIN
You have to enter a valid CIN of One Person Company (OPC) and click on Pre-fill.
You can find CIN by entering an existing registration number or
name of the company by using the ‘Find CIN’ service under
the menu MCA services on the MCA website. - Enter the amount of paid up share
Enter the amount of paid-up share capital in case ‘Paid-up share capital’ is selected in field 4(a). OR Enter the amount of average annual turnover in case ‘Average annual turnover ‘ is selected in field 4(a).
Amount entered should be more than 50 lakh rupees in case of paid-up share capital and 2 crore rupees in case of average annual turnover. - Attach required documents & DSC
Ensure the e-Form is digitally signed by the same person
whose designation is reflected in S. No 5 of the e-Form and is
authorized by board resolution to sign the form. - Check Form
Click the Check Form button after, filling the e-Form.
The system performs form level validation like checking if
all mandatory fields are filled. The system displays the
errors and provides you an opportunity to correct
errors - Pre-scrutiny of form
After checking the e-Form, click the Prescrutiny
button System performs some checks and displays
errors, if any. - Submit Form
If there are no errors, a message is displayed “No errors found”.
Then you can submit the form.
Fee (in case of company having share capital)
| Nominal Share Capital | Fee applicable |
| Less than 1,00,000 | 200 Rs |
| 1,00,000 to 4,99,999 | 300 Rs |
| 5,00,000 to 24,99,999 | 400 Rs |
| 25,00,000 to 99,99,999 | 500 Rs |
| 1,00,00,000 or more | 600 Rs |
Additional Fee in case of delay
| Period of delays | Fee applicable |
| Up to 30 days | 2 times of normal fees |
| More than 30 days and up to 60 days | 4 times of normal fees |
| More than 60 days and up to 90 days | 6 times of normal fees |
| More than 90 days and up to 180 days | 10 times of normal fees |
| More than 180 days | 12 times of normal fees |
FAQs
OPC can be converted into Private Limited after two years of setup, or even before that if its turnover is more than Rs 2 crore and paid share capital exceeds Rs 50 lakhs in a financial year.
One of the best advantages of having a Private limited company is that foreign nationals and NRIs can quickly start the PLC in India. Also, 100 percent FDI under the automatic approval route is accessible in the Private Company. But in the OPC, only the citizens of India can commence the company.
Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC.
Hey @Paritosh_Trivedi
If the paid up share capital of an OPC exceeds fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees, the OPC shall within sixty days becoming applicable, the One give a notice to the Registrar in Form No.INC-5 informing that it has ceased to be a One Person
Company and that it is now required to convert itself into a private company or a public company
by virtue of its paid up share capital or average annual turnover, having exceeded the threshold
limit.
You can learn more about INC-5 here:
Hope this helps!